Report2014 - Mauritius Institute of Directors

Transcription

“Promoting
Excellence, Ethics &
Integrity amongst
directors”
AnnualIntegrated
Report 2014
CONTENTS
About this Report
04
Key Data and Highlights
05
Founders and Patrons
06-07
Corporate Information
08
Profile of Directors and
Senior Management
09
Chairman’s Statement
12
Directors’ Report
15
Corporate Governance
Report
27
Sustainability Report
35
Value Added Statement
39
Directors’ Responsibility
Statement
40
Secretary’s Certificate
41
Independent Auditors’
Report
42
Financial Statements
44
Global Reporting Initiative
(GRI) Content Index
57
Mauritius Institute of Directors - IntegratedReport
3
ABOUT THIS ANNUAL INTEGRATED REPORT
The Mauritius Institute of Directors’ (the ‘MIoD’ or the ‘Company’) Annual Integrated Report for the year ended 30 June 2014 has
been prepared using the Global Reporting Initiative (GRI) G3.1 guidelines. A detailed GRI table, providing responses to each of the
GRI G3.1 criteria, can be found on our website at www.miod.mu as well as on page 57 of this report. This is the second MIoD Annual
Integrated Report and is in line with the MIoD’s objective to promote corporate sustainability and lead by example.
“Aiming for
excellence in all we
do and being
passionate about
our values”
4
KEY DATA AND HIGHLIGHTS
Active Members 2013/2014
800
700
Members Growth 2008/2014
600
1200
500
1002
1000
400
850
800
300
708
600
200
100
527
0
400
260
172
200
Total Fellows
Total Members
Total
Associates
Total
354
388
14
756
53
174
19
246
Male
0
2008/2009
2009/2010
2010/2011
2011/2012
2012/2013
Female
2013/2014
Members by Sector 2013/2014
200
150
100
50
Retention 2008/2014
Wholesale & Retail Trade
Transportation
Real Estate
Public Administration
Others
Multi Sector
Manufacturing
Legal
Insurance
Information Technology & Communications
Hospitality & Tourism
Health Care & Social Work
Financial Services
Entertainment, Media & Recreational
Energy & Mining
Education
Business & Professional Services
Building & Construction
Banking
Agriculture & Fishing
0
Accounting
No of members
250
Training & Events 2012/2014
36
11%
89%
12 12
6 5
Resigned *
New Members
*Resigned includes moved overseas, ill-health,
deceased, retired and bad debts
DDP
Workshops
13 13
11
Chairman &
CEO
Breakfast
Forums
4
12
6
2
1 1
Networking
Events
CG Bytes
2012-2013
EOCP
Directors’
Skills
Workshops
Board
Appraisals &
Inhouse
Workshops
2013-2014
Participants 2012/2014
Public Workshops & Events
1,117
2012-2013
2013-2014
Inhouse Worshops
758
454
1,262
5
FOUNDERS
6
PATRONS
7
CORPORATE INFORMATION
BOARD OF DIRECTORS
James BENOIT
Non-Executive Director
Board Chairman
Catherine MCILRAITH
Board Vice Chairperson; and Chairperson
– Audit & Risk Committee
Heba CAPDEVILA-JANGEERKHAN
Chairperson – Membership & Nomination
Committee
Patricia DAY-HOOKOOMSING
Chairperson – Education Committee
Philippe Olivier DECOTTER
Chairperson – Corporate Governance
Committee
Ricardo Freyneau
Bryan Gujjalu
Ravin LAMA
Jean Pierre LIM KONG
Dustin BHOYRUL (as from 19 May 2014)
Ambrish MAHARAHAJE (up to 25 April 2014)
CHIEF EXECUTIVE OFFICER
Dr. Sidharth SHARMA
Jane Elizabeth Orde VALLS
Jane VALLS
Executive Director and CEO
REGISTERED OFFICE
DIRECTORS WHO STEPPED
DOWN DURING THE YEAR
Deva ARMOOGUM
(25 September 2013)
Vaughan HEBERDEN
(25 September 2013)
Danielle LAGESSE
(25 September 2013)
Georges LEUNG SHING
(25 September 2013)
Richard WOODING
(15 January 2014)
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COMPANY SECRETARY
1st Floor, Raffles Tower,
19, Cybercity, Ebene 72201, Mauritius.
PROFILE OF DIRECTORS AND SENIOR MANAGEMENT
James Benoit
Chairman (48)
James Benoit is a Chartered Financial
Analyst with 21years’ experience in
banking. He is the CEO and Executive
Director of AfrAsia Bank Limited,
a regional corporate and private
bank based in Mauritius that he
co-founded as a startup in 2007 and leads on behalf of the largest
conglomerate in Mauritius, GML.
He has put his innovative vision into a successful and profitable
practice with AfrAsia. Under his leadership, the award-winning
Bank (from world-renowned publications) is now also present in
South Africa, London and Zimbabwe.
Previously James was a global management executive with
HSBC Group for 16 years in emerging and developing markets
in China, Philippines, Hong Kong, the Middle East, Canada and
Mauritius. He has developed, implemented and grown leading
consumer banking, wealth management, credit cards and
corporate banking businesses in these regions with proven
ability to engage customers, regulators and staff from diverse
backgrounds.
James is also the co-founder of the local Chapter of the CFA
Institute which has won global awards for revitalization under
his past Presidency. He is the current Chapter Chair of Young
Presidents Organization Mauritius, the leading entrepreneurial
organization.
Heba Capdevila – Jangeerkhan
Non-Executive Director (45)
Heba Capdevila-Jangeerkhan is
Executive Director at the Taylor
Smith Group, and Director on the
Boards of most of Taylor Smith
Group companies, Property Finder
Ltd. and Valendor (Mauritius) Ltd.
She is a Business Graduate from
the The University of Sheffield and holds an MSC in Organisation
Development from Sheffield Business School. She speaks 4
languages, and has lived in South America, the Middle East,
Spain and the UK, which has given her the exposure to rich
cultural diversity and business environments.
She has over 20 years of professional experience in business
administration, sales, human resources, organisation
development and business strategy, with exposure to both
private and public sector environments. She started her
professional journey in the Middle East and the UK, before
coming to Mauritius in 1995. Her experience in Mauritius started
in the Textile industry with CMT Ltée, on to International Retail, at
World Duty Free (Mauritius) Ltd., Engineering and Manufacturing
Industries in the Rogers Group. In 2004, she joined the Taylor
Smith Group, which today counts a diverse number of businesses
and Investments ranging from manufacturing, to logistics, port
activities, and services; and employs over 850 people.
Patricia Day-Hookoomsing
Patricia Day-Hookoomsing holds a
BA Joint Honours in Latin and French
from the University of Reading, UK,
a PGCE in the teaching of English
as a Second Language, the ACCA
Certified Diploma in Accounting
and Finance and the IFE Diplôme
d’Études Professionnelles Approfondies en Entrepreneuriat. She
is presently studying part-time for a PhD in Education at the
University of Reading, UK.
She is currently Managing Director of Consultancy Company
Ltd (CCL), a private training firm, which she joined in 1989
after 16 years as an English Language teacher at the Lycée La
Bourdonnais. She also lectures at the Institut de la Francophonie
de l’Entrepreneuriat (IFE) and the MCCI Centre d’Études
Supérieures.
She is a Fellow of the UK Institute of Leadership and
Management, Fellow of the Mauritian Institute of Directors and
Honorary Fellow of the Mauritian Institute of Management. She is
an accredited trainer with the Ethics Institute of South Africa, the
Global Corporate Governance Forum (GCGF) and the Mauritius
Qualifications Authority.
Philippe Olivier Decotter
Philippe Olivier Decotter graduated
in business and private law from
Montesquieu University in Bordeaux,
France. He started his career
in January 2006 at Investment
Professionals Ltd, a leading Mauritius
based asset management house,
where he held the function of Legal & Compliance Officer as
well as MLRO. He then joined GML Management Ltée in October
2010 to act as GML’s Legal Executive. Olivier is also a certified
Ethics Officer from the Ethics Institute of South Africa. Olivier
is a member of the Boards of Directors of Alentaris Ltd (and its
subsidiary companies) as well as City Brokers Ltd.
Ricardo Freyneau
Ricardo Freyneau is a certified
project manager with a strong
emphasis in Risk Management. He
has worked extensively in the Finance
Industry and has comprehensive
hands on experience in software
implementation, process and
outsourcing. For over nine years he has worked on various global
projects for Deutsche Bank. Prior to working with Deutsche Bank
he was a consultant at DCDM Consulting for five years carrying out
assignments in Mauritius and Africa. He holds a Bachelors Degree
in Commerce Majoring in Accounting from the University of
Botswana. As past president of Financial Toastmasters club, he led
the club to achieving its first ever Presidents Distinguished Award
from Toastmasters International.
9
Bryan Gujjalu
Bryan Gujjalu holds a Masters
in Business Administration from
the Institut d’Administration
des Entreprises (IAE), France.
He was previously the CEO of
APAVE Indian Ocean Ltd and AIO
Development Co Ltd, subsidiaries
of APAVE International, business developer and Deputy MD
for the Southern Africa-Indian Ocean-Australia zone for APAVE
International. In 2014, he joined Inside Capital Partners, a Private
Equity firm, as a Partner.
His international experience, in countries such as Yemen, Iran,
Qatar, Abu Dhabi, Senegal, Libya, consists mainly in the delivery
of Safety (Electrical/Fire/Chemical/Confined Spaces/1st Aid) and
Management Training, Electrical and Thermography Inspections
(audits of LV switchgears and distribution electrical installations)
for the Oil and Gas Industry, as well as negotiations and Due
Diligence for Acquisitions opportunities in his zone. As a Private
Equity player, he is now focused on analysis of investment targets,
execution of acquisitions, corporate governance and process
improvement, strategy and value creation.
Bryan is a registered Electrical Engineer with the CRPE of
Mauritius, a registered EurIng European Engineer, a registered
trainer with the Mauritius Qualifications Authority in various
Safety, Technical, Softskills and Management trainings, a Certified
Practitioner Coach (Business and Life) and is an Associate Member
of the Indian Ocean Coaching Association. He is a director
of Inside Capital Partners, and also serves on the Board of a
Management Company.
Ravin Lama
Ravin Lama is a science graduate
from India. He is currently the
Managing Director of MInd
Initiatives Ltd. a Training Institution
after having spent 8 years as the
Executive Director of AAPCA
Mauritius, looking after the national
daily - LE MATINAL.
He has extensive experience in the field of communication and
advertising having successfully launched several newspapers and
brands in Nepal while working and consulting with clients both
national and international. He is the Publisher and Managing
Director of Nepal’s largest selling English daily - The Himalayan
Times.
He is a Board Member of Mauritius Qualifications Authority,
American Chamber of Commerce AMCHAM, the President of the
Association of Registered Professional Training Institutes (ARPTI)
and the Past President of the Parents Teachers Association of
Le Bocage International School, Moka. He is also the Charter
President of the IAA - Nepal Chapter (International Advertising
Association), Nepal Country Rep for the Cannes Gold Lions and a
Member of AFAA (Asian Federation of Advertising Associations)
which hosts ADASIA every two years.
10
He was awarded the “Outstanding Brand Achiever Award” at the
“World Marketing Summit Malaysia 2013” and “Golden Globe
Tiger Award 2013”.
Jean Pierre Lim Kong
Jean Pierre Lim Kong is a Fellow
of the Institute of Chartered
Accountants in England and
Wales and holds a BSc (Hons) in
Mathematics and Management
Studies from King’s College London.
He is the Chief Finance Executive
and an Executive Director of Cim Financial Services Ltd, a financial
services group listed on the Stock Exchange of Mauritius.
Prior to joining the Cim Group, Jean Pierre worked for KPMG
in London for six years, initially in their audit practice and
subsequently in their financial management consultancy arm. He
then worked in the business advisory departments of KPMG and
DCDM Consulting in Mauritius before joining Innodis as General
Manager – Finance and Administration from 2000 to 2005. Jean
Pierre joined the Cim Group in September 2005 as Managing
Director of Cim Finance and Cim Leasing and subsequently
became Chief Finance Executive of the Cim Group in June 2008.
Catherine McIlraith
Catherine McIlraith is a financial
advisor. She holds a Bachelor of
Accountancy from the University of
the Witwatersrand, Johannesburg
and is a member of the South African
Institute of Chartered Accountants.
She acquired extensive experience
in the Investment Banking industry in South Africa with a focus
on specialised finance. She returned to the island in 2004 to join
Investec Bank (Mauritius) Limited as a senior executive until 2010.
Catherine is presently an independent non-executive director of
a number of companies including Afrasia Bank Limited, Les Gaz
Industriels Limited and Navitas Holdings Limited.
Dr. Sidharth Sharma
Dr. Sidharth Sharma is the Group
Managing Director of RHT Holding
Ltd, an investment company listed
on the Development and Entreprise
Market of the Stock Exchange of
Mauritius Ltd. RHT Holding holds
investments in several key sectors
of the Mauritian Economy such as transport, real estate and
financial services. Dr. Sharma joined RHT Holding Ltd in 1996 as
Logistics Manager and was appointed Director in 1999. He is also
a member of the Nomination and Remuneration Committee of
the company.
Dr. Sharma obtained his PhD. in Telecommunications from the
University of Bristol in 2004 and holds an M.Sc. Communications
Systems and Wireless networks from the University of Bristol and
a B.Sc. Electrical Engineering from the University of Cape – Town.
He has also worked at British Telecom as a Research Engineer.
Jane Valls CSK
Executive Director & CEO (60)
Jane Valls holds a BA Hons in French and Italian from Birmingham University, UK. She has been awarded
an Honorary Doctorate Degree by the University of Middlesex for service to business, women’s
empowerment and social justice and she was recently decorated by the Republic of Mauritius as
a Commander of the Order of the Star and Key of the Indian Ocean (CSK) for services to corporate
governance.
Jane is the Chief Executive Officer of the Mauritius Institute of Directors (MIoD) and an accredited trainer with the Global Corporate
Governance Forum (GCGF) and the Ethics Institute of South Africa. Before joining the MIoD, she has held senior positions and
directorships in a wide range of business sectors in Mauritius and overseas with leading companies including British Airways, Sun
International and The Rogers Group and more recently running her own management and training consultancy.
Jane is a Fellow of the Mauritius Institute of Board Directors and has been elected as the first Chairperson of the newly founded African
Corporate Governance Network, a network bringing together 14 Institutes of Directors from across the African continent.
She is a also member of Soroptimist International (an international women’s association) and the current Chairperson of Women in
Networking (WIN).
PROFILE OF SENIOR MANAGEMENT
Jane VALLS
Executive Director and CEO
Please refer to the section above for the profile of the CEO.
Tioumitra (Ambrish) MAHARAHAJE
Executive Secretary (up to 25 April 2014)
Ambrish is a solutions-focused chartered secretary with 10 years of experience overseeing company
secretarial and compliance functions pertaining to Mauritian Company legislation, Stock Exchange of
Mauritius rules and Financial Services Commission regulations.
He joined the MIoD as Executive Secretary in March 2013. From July 2007 to February 2013, Ambrish
was Corporate Manager – Legal Compliance and Company Secretary of Rogers and Company Ltd, an
investment company listed on the Stock Exchange of Mauritius.
Ambrish is an accredited trainer with the IFC Global Corporate Governance Forum and an associate of Institute of Chartered Secretary
and Administrators.
Dustin BHOYRUL
Executive Secretary (as from 19 May 2014)
Dustin Bhoyrul joined the Mauritius Institute of Directors in May 2014 as Executive Secretary. He is a
barrister-at-law of four years’ standing, Called to the Bar of England and Wales (the Honourable Society of
Lincoln’s Inn) and to the Bar of the Republic of Mauritius. Dustin was a State Laureate and was awarded the
State Scholarship to read law at the London School of Economics and Political Science. He completed the
Bar Vocational Course (BVC), the post-graduate professional qualification for prospective barristers, at the
College of Law (now the University of Law). Dustin also holds an LL.M de droit français et européen from
the Université de Paris I – Panthéon – Sorbonne.
Dustin previously practised as a Corporate and Commercial Lawyer in Mauritius, at Appleby, an international offshore law firm, where
he acted as counsel to bank syndicates and corporate borrowers advising on secured credit facilities in connection with cross-border
financing transactions.
Prior to resuming his career in Mauritius, Dustin trained in the Dispute Resolution – International Arbitration teams of prestigious
international law firms in Paris, namely Jones Day, Herbert Smith Freehills LLP and Clifford Chance LLP. During the period of his
training, Dustin gained experience in investment treaty arbitration and a range of commercial arbitration disputes pertaining to
Telecommunications, Project Finance and Construction.
11
CHAIRMAN’S STATEMENT
2013, we are ranked 52 out of 177 with Mauritius showing one
of the biggest drops year on year. It is therefore essential to
continue to work at combating corruption and the perception of
corruption in our country. More than ever, if Mauritius is going to
achieve sustained economic growth, it is necessary to establish
and implement good corporate governance practices combined
with effective leadership skills, underpinned by a strong ethical
culture.
Chairman’s Statement
On behalf of the Mauritius Institute of Directors (MIoD), I am
pleased to make the following Statement to our members for the
year ended 30 June 2014.
Overview
Although global growth projections have once again been
reduced due to a difficult start to the year, market turbulence,
conflicts and a fragile recovery, growth is expected to pick up
and the World Bank is forecasting global GDP to increase by 3.4%
in 2015 and 3.5% in 2016. This growth is being driven largely by
recovery in the higher income countries, particularly the USA, the
UK and the Euro Zone, while the growth for developing countries
is disappointingly forecast to be flat at 4.8% in 2014, but with
5.4% and 5.5% increases in 2015 and 2016. Growth in subSaharian Arica is forecast to remain robust, boosted by domestic
demand, despite weakness in South Africa and oil-infrastructure
bottlenecks in Angola, two of the region’s largest economies.
So while there is still uncertainty and volatility, varied prospects
from market to market, and while growth still remains slower
than during the pre-crisis boom period, global risks seem to have
declined.
According to the World Bank, in most developing countries, a
further acceleration of growth, or even sustaining growth at
current levels, “cannot be assured without efforts to expand
capacity […] in a world where external financial conditions are
expected to tighten and remain challenging, future growth must
increasingly be driven by domestic efforts to boost productivity
and competitiveness”.
Here in Mauritius, the forecast is for 3.6% growth with sluggish
private and foreign direct investment and a continuing
challenging operating environment for most sectors of the
economy. Unemployment has reached 8% with some worrying
factors, especially 39% of the unemployed being under 25
years. However, the overall improved trend in the global
economy should augur well as long as we are positioned to
take advantage of the recovery and to “boost productivity and
competitiveness”.
Mauritius has maintained its ranking of 20th position in the 2014
World Bank Ease of Doing Business and we continue to occupy
the top place in Africa. We have also held on to our No.1 place
in the Mo Ibrahim Index of African Governance. However in the
latest Transparency International Corruption Perception Index
12
We are therefore delighted that the Government of Mauritius has
agreed to the request by the National Committee on Corporate
Governance to review the Code of Corporate Governance. The
Code is now over 10 years old and while it was been an excellent
Code, it is time for a review in order to keep up with important
global trends in corporate governance. The MIoD looks forward
to actively supporting and participating in this exercise in the
coming year.
Sustained Growth and Strategy
This year has seen another year of sustained growth at the
MIoD with our membership increasing to 1002 members and
more and more interest in our training and education services,
particularly in-house workshops, as well as ethics management,
board evaluations and corporate governance assessments, and
our Directors Register for the appointment of independent
directors. We have also seen a noted interest for in-house
workshops for the public sector. This year we have widened the
scope of our services beyond corporate governance by providing
more skills training, as well as a strategic Leadership Programme
in collaboration with TomorrowToday.
Our key challenge at the MIoD remains the long term
sustainability of the Institute and the Board has this year
conducted a strategic review, including a SWOT exercise, a
review of our stakeholders’ expectations, our risks and our value
drivers, and in the light of this we have updated our 3 year
Business Plan. Responding to our members’ needs and remaining
relevant through regular stakeholder engagement remains a
clear focus, as does increasing our membership and diversifying
our revenue streams through a full range of corporate services,
while ensuring we are accessible and affordable in order to
achieve our overall objectives of promoting good corporate
governance, best business practices, leadership and professional
development.
While we continue to focus on membership growth, especially
from seasoned directors who need to keep up with the changing
times, as well as nurturing the next generation of directors,
we have undertaken a review and benchmarking exercise
of our membership criteria. The Board will thus be making
recommendations to the Annual Members Meeting to widen
the scope for Associate membership and enhance the status of
Fellows, while at the same time ensuring clear benefits for each
category of membership.
The MIoD aims to be the leading institute in Mauritius for quality
training and education in corporate governance, ethics and
best business practices by providing a varied, dynamic, relevant,
high quality and sustained adult learning programme. We
continue to work with the IFC and the Ethics Institute of South
Africa (EthicsSA) and take this opportunity to thank them for
their invaluable support and the use of their training materials.
Throughout the year, we have benefited from the expertise of a
large number of high level international facilitators and speakers,
as well as our local team of trainers, all of whom I would like to
thank whole heartedly for their support. In order to maintain
our high training standards and keep up with global trends
in corporate governance, we will be reviewing our Director
Development Programme during the coming year, whilst also
looking to develop certified courses.
The MIoD has continued to focus this year on becoming a
credible and recognised voice for Directors and a thought leader,
by developing and promoting advocacy through different
forums. Our Directors Forum, sponsored by PwC, has published
its second paper, “An Ethics Guide for Boards”, and is working
on its next paper, a “Guide to Shareholder Engagement”. The
MIoD has also launched, with the support of KPMG, an Audit
Committee Forum, which has already published its first paper,
“Best Practice Guidance Notes for Audit Committees”. I would like
to take this opportunity on behalf of the MIoD to thank all those
who sit on these Forums for their contributions and the time
they give freely and generously to the MIoD, as well as to the
sponsors for their support. It is also the intention of the MIoD in
the coming year to set up a Company Secretary’s Circle.
With the global trend towards more focus on the environment
and social issues as well as governance, the MIoD has this
year signed an agreement with the World Business Council for
Sustainable Development (WBCSD), and an MOU with Ecological
Living in Action (ELIA) as our local technical partner, with the
intention of setting up shortly a Sustainability Forum. The MIoD
has also recently been appointed as a GRI Training Centre.
The focus in the year ahead will thus be very much on helping
companies to explore sustainability strategies and business
models, tackling resource wastage and climate change, as well as
new opportunities for growth. The MIoD aims to be a model and
has again this year updated its own Ecological Footprint whilst
also ensuring that this Annual Report is an Integrated Report
using the GRI 3.1 framework. We will be working towards using
the GRI G4 framework in the next financial year.
The MIoD was mandated by the private sector earlier this year to
take the lead, along with other key partners including the Joint
Economic Council (JEC), the Mauritius Employment Federation
(MEF) and the Independent Commission Against Corruption
(ICAC), to develop a voluntary private sector Integrity Pledge.
The ‘Private Sector Anti-Corruption Task Force’ (PACT) is thus
chaired by the MIoD, while the parallel ‘Public Private Platform
Against Corruption’ (PPPAC) is chaired by the JEC.
’Africa Rising! Governance for Sustainability: The Road Map for
Value Creation‘, with a distinguished list of international speakers,
and which was attended by 180 delegates from 17 different
countries. The conference was organised in collaboration
with the Institute of Directors Southern Africa (IODSA) and
with the support of the NCCG and we thank them both most
sincerely. The MIoD has also joined the International Corporate
Governance Network (ICGN) and been accepted as a member of
the Global Network of Director Institutes (GNDI).
Continued Support and Appreciation
The MIoD remains a private independent not-for-profit
membership organisation regulated by the Companies Act. The
Institute is made up of individual members whom we are here to
serve. Our recent membership survey shows a high satisfaction
rate of over 98.7% and we thank all our members for their
continued support.
Equally, the continued support of our Founders and Patrons has
been crucial to the success of the MIoD. Without this support,
the MIoD would have struggled to operate and achieve its
objectives so far. And although we are growing and diversifying
our revenue streams, the continued support of our Founders
and Patrons is very important in order to continue our work. We
gratefully acknowledge the commitment of all Founders and
Patrons to the promotion of effective corporate governance and
global business standards in Mauritius.
The MIoD’s achievements would not be possible without
the dedication and commitment of my fellow directors, who
serve on a voluntary pro-bono basis and I thank them all for
their support during the last 12 months. The MIoD executive
team, under the able leadership of the CEO, has now grown to
7 and I would like to thank each one for their hard work and
contribution to the success of the MIoD. It has been my pleasure
to chair the Board this year and to work with you all.
James Benoit
Chairman
In line with our strategy, the MIoD has also focused this year on
establishing formal working relationships with the regulators and
other key organisations. In this respect, we have signed MOUs
with the Financial Reporting Council and the Stock Exchange of
Mauritius; and we are working on similar agreements with the
Registrar of Companies, the National Committee on Corporate
Governance and the Bank of Mauritius.
The MIoD has set an objective to support Mauritius as a leading
regional player by developing high quality international
affiliations and in this respect we have taken a leading role in
the setting up of the African Corporate Governance Network
(ACGN), now consisting of 14 key African Institutes of Directors,
which was launched in Mauritius by Baroness Lynda Chalker on
17 October 2013. The CEO of the MIoD was elected as the first
chairperson of the ACGN. The launch of the ACGN was followed
by a very successful international conference on the subject
13
OUR VALUES
Integrity
Leading Mauritian corporations and institutions
to international best practice in corporate
governance while upholding the highest ethical,
moral and professional conduct.
Excellence
Aiming for excellence in all we do and being
passionate about our values.
Accountability
Acting responsibly and demonstrating
accountability for our decisions.
Knowledge and Foresight
Promoting the learning and continuous
development of our members and the acquisition
of planning and transformational skills.
Teamwork and Innovation
Working together, in mutual respect, towards a
common goal, recognizing that innovation comes
from harnessing diversity.
Transparency
Operating in a fair and transparent manner and
devoting time for the benefit of the Institute and
its members.
14
DIRECTORS’ REPORT
1. Introduction
1.1. Setting up of the Mauritius Institute of Directors (‘MIoD’)
The setting up of the MIoD was initiated in 2008 by the National Committee on Corporate Governance (NCCG) when, after having
issued the National Code for Corporate Governance in 2003, it was felt that there was a need for an Institute of Directors, primarily to
advance corporate governance in Mauritius.
The MIoD was thus officially incorporated on 18 January 2008 as a not-for-profit company limited by guarantee under the Mauritian
Companies Act 2001. The registered office and premises of the MIoD is situated at 1st Floor, Raffles Tower, 19 Cybercity, Ebène 72201.
The MIoD operates only in Mauritius and does not have any branch office.
Membership of the MIoD is individual and personal and there are 1002 members registered as at 30 June 2014.
OUR VALUE DRIVERS
•
•
•
•
•
•
•
•
Engagement (with all stakeholders)
Professionalism (quality and high standards)
Accessibility (cost)
Responsiveness (service and reactivity)
Openness (transparency)
Model (leadership and integrity)
Learning and sharing (knowledge and information)
Innovative and creative (dynamic)
1.2. Activities of MIoD
The day-to-day affairs of the MIoD are managed by the Chief Executive Officer (‘CEO’) who is appointed by the Board. The CEO is also
appointed as a Board Director.
The Board meets regularly to review the activities of the MIoD, its business and the economic, environmental and social practices
adopted by the MIoD. The governance dimensions of the MIoD are set out in the Corporate Governance Report on pages 27 to 34 of
this report.
The MIoD’s activities can be classified into three broad categories namely Membership Services, Training and Education and Corporate
Services. These activities are generally conducted solely in Mauritius but the MIoD does respond to ad hoc overseas requests.
The target market of the MIoD consists of directors, professionals and any other person wishing to know more about Corporate
Governance and how to apply it within their organisations. Members are expected to abide by our Code of Conduct. The MIoD provides
various membership services which include:
•
•
•
•
•
Membership Card with discounts on various products and services
Quarterly on-line newsletter
Website and an on-line documentation centre
Reciprocal links with other international IoDs
Library
As part of its Training and Education activities, the MIoD runs the following workshops:
a)
b)
c)
d)
The Director Development Programme (an annual series of 12 workshops);
Corporate Governance Bytes;
Directors Skills Training; and
Chairman and CEO’s Breakfast Forum.
15
In addition, the MIoD provides a number of corporate services in these areas:
a)
b)
c)
d)
e)
f)
Board Appraisals;
Corporate Governance Assessments
Directors’ Search;
Ethics Management;
Information and Advisory Services; and
In-house Training.
Once every two years, the MIoD organises an International Conference on the topic of Corporate Governance. The last conference
was organised in October 2013, in collaboration with the Institute of Directors Southern Africa and with the support of the National
Committee on Corporate Governance, on the subject ‘Africa Rising! Governance for Sustainability: The Road Map for Value Creation’.
The MIoD has initiated and runs two Forums – The Directors Forum and the Audit Committee Forum.
The objectives of the Directors’ Forum, which is sponsored by PwC, are to:
•
•
•
•
identify issues which are of most concern to directors
produce position documents and, through consultation with Government and Regulators, contribute to policy development
be the voice for governance and directors’ issues in Mauritius
develop guidance on governance issues for directors
The Mauritius Audit Committee Forum was set up by the MIoD, in collaboration with KPMG, in June 2013. Its objective is to help Audit
Committees in Mauritius, in both the public and the private sectors, to improve their effectiveness as an essential component of good
Corporate Governance.
1.3. Employees
As at 30th June 2014, the MIoD’s workforce consisted of 7 employees – 2 men and 5 women. All of the employees of the MIoD are
Mauritian and are employed on a permanent full-time basis. None of the employees of the MIoD are members of a union.
The MIoD also has recourse to a pool of trainers based locally and from overseas to deliver its training workshops. 46% of our public
workshops have been run by overseas facilitators during this financial year.
1.4. Stakeholders
The MIoD values the benefits derived from stakeholder engagement and endeavours to maintain close proximity with key
stakeholders. The MIoD actively engages with its stakeholders to receive their input in the design, implementation, monitoring
and evaluation of policies and programmes. We thus undertake regular membership surveys, ethics risk assessments and on-going
evaluations of our training programmes in order to identify and address issues that are relevant to our stakeholders, and also to engage
our stakeholders in assessing MIoD’s performance, risks and opportunities. The MIoD Directors’ Forum and the Audit Committee Forum
also provide opportunities for our stakeholders to contribute their knowledge and experience as well as share their views with the
MIoD on key issues. Regular one-to-one meetings with Founders and Patrons, regulators, key partners, suppliers and other stakeholders
are organised to seek their views and collaboration. The main stakeholders and the modes of engagement are set out below:
Africa Rising Conference
16
Launch of GRI G4 Guidelines
Stakeholders
Engagement Mechanism
Founders & Patrons
One-to-one meetings, training events, networking events, newsletters, surveys,
social media, focus groups
Members
Annual Meeting of Members, newsletters, surveys, training events, networking
events, social media, email, focus groups
Corporate Sector – Private And Public
One-to-one meetings, training events, advertisements, networking events,
social media, newsletters, surveys, focus groups
The Community
Advertisements, networking events, social media, newsletters, surveys, focus
groups.
Directors’ Forum & Audit Committee Forum
Monthly meetings, training events
Board & Committees
Board & Committee meetings, Management reports, one-to-one meeting with
directors, Board evaluation
Policy Makers & Regulators
Kindred Organisation & Partners
Management & Employees
One-to-one meetings, training events, social media, newsletters, surveys, staff
meeting, performance evaluations
Suppliers
One-to-one meetings, social media, newsletters, surveys, focus groups
The Media
One-to-one meetings, advertisement, training events, social media, newsletters
The MIoD has recently joined the Mauritius Employers Federation (‘MEF’) as a member. The MEF is a non-profit making organisation
and officially represents employers vis-à-vis the Government and trade union movements at the sectorial, national and international
levels. The MIoD is also working in close collaboration with the Joint Economic Council, the Mauritius Employers Federation and the
Independent Commission Against Corruption on the Private Sector Anti-Corruption Task Force (‘PACT’) and with the Public Private
Partnership Against Corruption (‘PPPAC’) platforms.
The value chain for MIoD’s services has been mapped to identify the following stakeholders:
•
•
•
the actors who produce and deliver a particular service (e.g. training module or corporate capacity development) to final
consumers (e.g. members and non-members of MIoD);
the enabling business environment which is the set of critical factors and trends that shape the supply-chain environment
and operating conditions. The critical factors and trends are determined by institutions that form part of the cohort of MIoD’s
stakeholders; and
the input and service providers that provide the services that support, or could potentially support, the overall efficiency of the
supply chain.
17
The value chain has been mapped using in-depth knowledge of our market and by keeping in close proximity with all the stakeholders
as follows:
VALUE CHAIN
ENABLING FACTORS:
•
LAWS AND CODES – Companies Act and all other relevant and applicable legislations; Code of Corporate Governance
•
GOVERNMENT – Ministry of Finance and other ministries
•
REGULATORS – Registrar of Companies, Bank of Mauritius, Financial Services Commission, Financial Reporting
Council, Stock Exchange of Mauritius
•
NCCG – National Committee on Corporate Governance
•
MQA AND HRDC – Mauritius Qualifications Authority and Human Resources Development Council
•
GRI – Global Reporting Initiative
•
IFC/WB/GCGF – International Finance Corporation, World Bank, Global Corporate Governance Forum
•
ETHICSSA – Ethics Institute of South Africa
•
ICAC – Independent Commission Against Corruption
SUPPLY CHAIN
MIoD
TRAINERS
PARTNER
FACILITATORS
ORGANISATIONS
MEMBERS
FOUNDERS AND
PATRONS
BUSINESS AND SERVICE PROVIDERS
•
SUPPLIERS (venues, banks, insurance companies, printers, landlord, sponsors, advertising agency, PR agency,
accountants, external auditor, IT service providers, consultants and advisers)
•
FORUMS – Directors Forum, Audit Committee Forum
•
•
TRAINING PROVIDERS – IFC Global Corporate Governance Forum, EthicsSA, GRI, PwC, EY and other ad hoc
international external providers
PARTNER ORGANISATIONS – ACCA, Competition Commission ELIA, Global Finance, IIA,ICAC, ICSA, JEC, MACOSS,
Mauritius Bankers Association, Maurice Ile Durable, MCCI, MEF, MIPA, OPSG, Transparency International, Young Presidents Organisation and regulators, tertiary institutions and international chambers of commerce.
KINDRED ORGANISATIONS – African Corporate Governance Network, Global Network of Director Institutes,
•
International Corporate Governance Network and other IODs
•
MQA – Mauritius Qualifications Authority
•
HRDC – Human Resource Development Council
The MIoD has adopted a ‘Procurement Policy’ to ensure that all procurement activities carried out by the MIoD:
•
provide best possible value;
•
are conducted in a fair, objective and transparent manner;
•
are compliant with all relevant legislation and any other related policies;
•
use best practice in the application of ethical standards; and
•
are consistent with the MIoD’s Vision, Mission and Values.
The choice of suppliers is influenced by the above objectives. Although environmental benefits are considered as part of the
procurement process, with due consideration given to all relevant aspects of whole life-cycle costs of products, the MIoD does not yet
have a specific policy of preferring locally based suppliers.
18
For some events, and where a local capacity gap exists, the MIoD has recourse to overseas facilitators to bring best practice to Mauritius.
The MIoD has this year assessed the geographical spread of its procurement practices and 90% of our procurement budget is spent on
local suppliers.
Although the activities of MIoD are limited to the territory of Mauritius, it does collaborate with other Institutes of Directors in the
region and in the world. The MIoD has thus contributed to the launch of the African Corporate Governance Network, a forum which
currently regroups 14 Institutes of Directors in Africa. The MIoD has also joined the International Corporate Governance Network
(‘ICGN’) and been accepted as a member of the Global Network of Director Institutes (‘GNDI’).
Local Partners include:
ACCA Bank of Mauritius
Competition Commission
ELIA
ESSEC
EY
FRC
FSC
Global Finance
ICAC
ICSA
JEC
KPMG
MACOSS
MEF
NCCG
OPSG
PwC
Registrar of Companies
Stock Exchange of Mauritius
Transparency International
University of Mauritius
Young Presidents Organisation
Training
Training
Training
Training and Ecological Footprint
Training
Training
Training
Directors Forum
Training
Private sector anti-corruption initiative and training
Training
Private sector anti-corruption initiative
Audit Committee Forum
Training
Private sector anti-corruption initiative
Code of Corporate Governance
Training
Annual Reporting Awards, Directors Forum and training
Directors Forum and training
Sustainability Index
Whistleblowing services
Research and development
Training
International Partners include:
African Corporate Governance Network
African Peer Review Mechanism
Asian Centre for Corporate Governance and Sustainability
Australian Institute of Company Directors
Brazilian Institute of Corporate Governance
Caribbean Corporate Governance Institute
Ethics Institute of South Africa
Institut Français des Administrateurs
IFC Global Corporate Governance Forum
Institute of Directors Southern Africa
GNDI
Global Governance Services Ltd
GRI
ICGN
Singapore Institute of Directors
OECD
TomorrowToday
Verlion Pte Ltd
Winning Edge
Collaboration, training, research
Mauritius peer review
Reciprocal arrangements
Capacity building and support
MOU for training, research and sharing information
Training
MOU for training
Training and International Conference
Information, research, capacity building
Training
Training
Information, research, capacity building
Training
Guidelines on Corporate Governance of State-Owned Enterprises
Training
Training
Training
19
1.5. Sustainability
The MIoD is committed to conducting business in a sustainable
manner. In addition to its impact on the environment, the
MIoD wants to ensure that its business activities continue in
the sustainable future so that the benefit of good corporate
governance continues to help local businesses and attract
investors to Mauritius.
As a leading organisation promoting corporate sustainability,
we consider sustainability as an integral aspect of our decisionmaking process and of the way we do business on the economic,
social and environmental fronts. This is important on two
counts, namely: (1) the increasing awareness in the Mauritian
public and private sectors for mainstreaming the three pillars of
sustainable development; and (2) the recognition that corporate
sustainability can be a significant comparative advantage and
differentiation strategy. It is worth mentioning here that the
MIoD’s Annual Integrated Report is squarely aligned with the
newly adopted Maurice Ile Durable (‘MID’) Policy, Strategy and
Action Plan of Mauritius, especially concerning ‘enhancing the
corporate environment, social responsibility and accountability’
(www.gov.mu/portal/sites/mid/index.html – accessed 5 August
2014). The sectorial MID Strategy for employment/economy
specifically refers to the use of GRI as a benchmark for
developing a Sustainability Index for publicly listed companies.
The CEO of the MIoD has been appointed as member of the
Mauritius Sustainability Index Supervisory Committee.
Mauritius already has an ‘enabling’ environment which is
conducive to the adoption of sustainable business practices by
businesses. Indeed the National Code of Corporate Governance,
which was launched in 2004, recommends that relevant
entities move to ‘Triple Bottom Line’ reporting, that is reporting
on economic, environmental and social aspects. In addition,
a number of important corporate players in Mauritius have
subscribed to the UN Global Compact reporting framework and
are adopting the GRI framework for Integrated Reporting.
It is within this context that the MIoD has launched the following
activities since the financial year 2012-13:
•
•
•
•
•
2012/13 – Calculation of the ecological footprint of the
MIoD
2013/14 – Preparation of the first Integrated Report of
the MIoD based on the GRI 3.1 framework
2013/14 – Identification of the following areas where the
MIoD needed to work on to mitigate its environmental
impacts:
- Food served during training workshops
-Consumables
- Waste management
2013/14 – Preparation of the second Integrated Report of
the MIOD
2014/15 – Objective to work towards using the GRI 4.0
framework
The MIoD 2014 annual report has thus been prepared in
accordance with G3.1 framework. This Annual Integrated
Report continues to be part of our objective to be a role model
of good Corporate Governance and best practice and to
use it as a strategic tool for fostering leadership in corporate
governance. The MIoD recognises that it operates within
a social and economic environment and that its long term
interest is to conduct itself as a “responsible corporate citizen”.
For its ecological footprint, the MIoD has worked with ELIA, our
technical adviser. The Footprint Report for 2013-14 is available on
our website www.miod.mu under the section ‘Annual Integrated
Report 2014’ on the homepage. The MIoD will apply for Level
C GRI certification and will continue to improve its Integrated
Reporting based on the feedback obtained from stakeholders
and in line with best practice.
Our full Sustainability Report can be found on page 35 of this
report.
As an integral part of the MIoD strategy, we have this year
signed an MOU with Ecological Living in Action (ELIA) to act as
technical consultants to the MIoD and to collaborate on training,
research and the promotion of sustainability initiatives. The MIoD
has also been appointed as a GRI Training Centre and is in the
process of finalising this agreement with the GRI; and the GRI G4
Guidelines themselves were formally launched in Mauritius on
the 5 November 2013 with the sponsorship of Omnicane. The
MIoD has also this year signed an MOU with the World Business
Council for Sustainable Development, in collaboration with
ELIA, with the objective of setting up a Sustainability Forum in
Mauritius.
Annual Members Meeting
20
VISION
Our Vision is to be the preferred professional
organisation for directors and aspiring
directors as well as business leaders and young
professionals providing a forum to learn, share
and develop.
MISSION
Our Mission is to champion best business
practices and effective corporate governance,
supporting Mauritius as a regional leader, and
to be the voice of Directors, through training
and certification programmes, workshops and
networking events, advocacy, research and
thought leadership, reaching out to both private
and public sector enterprises.
21
2. The MIoD’s Strategy
professionals who will be the directors of tomorrow.
The key strategic objectives of the MIoD as developed in its three
year (2013-2016) Business Plan address the key challenges and
critical issues which were identified as:
Our recent members’ survey shows that members’ satisfaction is
overall very high at 98.7%. In our aim to be customer driven and
responsive, members’ feedback is greatly valued and very useful
for reviewing the services we offer.
a) assuring the long term sustainability of the Company;
b)establishing the legitimacy of the MIoD;
c) attracting non-Directors, Associates and Members from the
Public Sector, as well as seasoned Directors; and
d)maintaining existing Founders and Patrons and
attracting new Patrons.
Our members continue to benefit from discounts on products
and services via their Membership Card with a growing number
of companies becoming affinity partners. The current affinity
partners include:
The results achieved in the financial year 2013/14 under each key
challenges/critical issues are hereafter discussed in more detail.
3. Assuring the long term sustainability of the
MIoD
3.1. Financial Performance and Reserves
2013/14
2012/13
Surplus
Accumulated
Fund
Surplus
Accumulated
Fund
Rs. 340,982
Rs. 5,116,282
Rs. 353,508
Rs. 4,775,300
Our surplus this year is above target and our accumulated fund
continues to increase. Accumulated funds have been placed on
fixed deposits with the Mauritius Post and Cooperative Bank and
are regularly reviewed by the Audit Committee.
3.2. Increasing Membership
2013/14
2012/13
89%
Membership
retention
1002
Total number
of members
91%
Membership
retention
850
Total number
of members
56%
Percentage of
members who
are directors
98.7%
Customer
driven service
excellence and
responsiveness
63%
Percentage of
members who
are directors
97%
Customer
driven service
excellence and
responsiveness
Since membership of the MIoD is purely voluntary, the MIoD
has to put forward a clear set of value propositions to be able to
attract members. Membership continues to grow satisfactorily
and has increased by 18% reaching 1002 members, which is just
5% below our targeted figure of 1050 for the year.
Membership retention, since the inception of the MIoD, stands at
89%. We have seen a reduction in membership retention this year
with more members moving overseas (40%), retiring from active
professional life (23%), or because of the more difficult economic
climate (36%).
The percentage of our members who are directors has decreased
to 56% as our membership has grown and we continue to focus
on the recruitment and nurturing of aspiring directors and young
22
The MIoD held 3 members’ events during the year including our
Annual Members Meeting, with Clem Sunter as our guest speaker.
Our thanks go to Phoenix Beverages, Grays and In Vino for the
sponsorship of these events.
The Membership Committee has this year undertaken a strategic
review of the membership criteria in order to attract more
Associate members and more seasoned directors and to ensure
clear benefits for each category of membership while at the same
time ensuring the MIoD is accessible and affordable by keeping
our prices as low as possible. With this in mind the Board will
be presenting the reviewed criteria to be approved by special
resolution at the Annual Members Meeting.
3.3. Diversifying Revenue Streams
The MIoD has increased its service offering and our revenues
this year have diversified. As a result we have seen a reduction
in surpluses on public workshops (-26% variation on last year
(VLY)) against a substantial increase in in-house training (+460%
VLY), board evaluation services, directors search services, and our
biennial conference as well as an increase in affinity revenues with
an increase in the number of affinity partners. Our Information
and Guidance services have also been regularly consulted.
2013/14
2012/13
Members on
the Register
Number
of Director
Searches
Members on
the Register
Number
of Director
Searches
256
18
136
21
Another innovative service provided by the MIoD is the Directors’
Register (the ‘Register’) which enables companies to find suitable
independent directors for their boards. It is made up of Members
and Fellows of the MIoD who are senior executives or directors
from cross sections of industries and professions. This is a free
service for Members and Fellows and allows them to promote
themselves as a potential independent director to sit on the
boards of other organisations. There is a small fee for companies
who wish to undertake a search, but a free search is offered to
our Founders and Patrons, and to registered NGOs as part of our
Corporate Social Responsibility.
We currently have 256 members (+88% VLY) on the Register and
a total of 18 director search requests were received during 201314. While this is lower than last year, we are confident that the
demand for this service will continue to grow.
The revenue derived from all these activities amounted to
Rs. 1,991,092 vs Rs. 389,950 last year.
3.4. Actively participating in the revision of the National
Code of Corporate Governance
The National Code of Corporate Governance (‘Code’) was first
published in 2003 by the National Committee on Corporate
Governance (‘NCCG’). Indeed the MIoD was set up in 2008 by the
NCCG following recommendations made in the Code.
As a result the MIoD has been closely associated with the
promotion of the corporate governance principles espoused in
the Code and has supported the NCCG’s efforts in launching a
revision of the Code.
This process came to fruition in May 2014 with the appointment
of an international expert in Corporate Governance, Mr. Chris
Pierce, to assist the NCCG to revise the Code. The MIoD has been
invited, through its CEO, to participate in the ‘Board and Directors’
subcommittee set up in the context of the revision.
4. Legitimacy of the MIoD
4.1.Being a Role Model by setting high standards and
implementing best practices
This year, although there is no legal requirement to do so, the
Corporate Governance Report of the MIoD has been reviewed by
the external auditors to assess the extent of compliance with the
Code.
The MIoD has been mandated this year to lead the voluntary
private sector initiative, in collaboration with the Joint Economic
Council, Mauritius Employers Federation and ICAC, to combat
corruption in Mauritius, known as PACT (Private Sector AntiCorruption Task Force) which is currently working on an Integrity
Pledge to be adopted by the private sector. Two workshops have
been run in this financial year by the MIoD and ICAC, facilitated
by Prof Deon Rossouw, CEO of the Ethics Institute of South Africa,
with over 50 companies attending. It is planned to launch the
Integrity Pledge in the coming financial year.
4.2.Being a Credible and Recognised Voice for Directors
Through the Directors’ Forum and the Audit Committee Forum,
the MIoD has contributed, in collaboration with the sponsors,
respectively PwC and KPMG, to raising issues facing boards and
directors and bringing them to the forefront.
The Directors’ Forum which was launched in January 2012,
acting as an Advisory Council and a Technical Committee to the
MIoD, has already issued two publications entitled ‘Best Practice
Guidelines for Appointment of Directors’ and ‘An Ethics Guide for
Boards’. Copies of the guidelines and the relevant resource packs
can be obtained from the MIoD website, www.miod.mu under
the section ‘Information Centre‘. The Directors’ Forum is now
working on its third publication: “Engaging with Shareholders”
which should be published in the course of 2014.
MEMBERS OF THE
DIRECTORS FORUM
Pierre Dinan – Chairman
Clairette Ah Hen
Deva Armoogum
Richard Arlove (as from 23 April 2014)
Sunil Benimadhu
James Benoit
Prabha Chinien
Aruna Collendavelloo
Girish B. Dabeesing
Jean-Paul de Chazal
George Dumbell (as from 23 April 2014)
Gerard Garrioch
Michael How Wan Kau
Dr. Raj Jugurnauth (up to 22 January 2014)
Georges Leung Shing
Cyril Mayer
Catherine McIlraith
Giandev Moteea (as from 21 August 2013)
Megh Pillay
Krish Ponnusamy (up to 20 November 2013)
Anita Ramgutty-Wong
Aisha Timol
Jane Valls
Richard Wooding (up to 22 January 2014)
The MIoD was also among the first companies in Mauritius to
produce its Annual Integrated Report in compliance with the
Guidelines of the Global Reporting Initiative.
23
The MIoD has collaborated again with PwC by sponsoring the
Award for Risk Management Disclosures as part of the PwC
Corporate Reporting Awards. The Award for 2013 was won by the
Mauritius Commercial Bank Ltd.
The Audit Committee Forum (ACF), which has been set up, with
the sponsorship of KPMG, to help Audit Committee members
and their Boards enhance the effectiveness and integrity of the
financial reporting process, has finalised its first publication
entitled Best Practice Guidance Notes for Audit Committees which
was launched on 2 July in the presence of the President of the
Republic. A copy of the Best Practice Guidance Notes and the
resource pack can be obtained from the MIoD website, www.miod.
mu under the section ‘Information Centre‘.
MEMBERS OF THE ACF
Georges Leung Shing – Chairman
Alastair Bryce
Damendranath Bhunjun
John Chung
Jerome De Chasteauneuf
Madhvi Ramdin Clark
Pierre Dinan
Maurice Enouf
Jean-Michel Felix
Paul Halpin
Fabrice Koenig
Ambrish Maharahaje
Catherine McIlraith
Sanjay Molaye
Sheila Ujoodha
Jane Valls
More information on the above mentioned forums can be found
on the website of the MIoD on http://miod.mu/about-us/thedirectors-forum.aspx and http://miod.mu/about-us/audit-committeeforum.aspx.
In order to consolidate our relationship and collaboration with
key stakeholders, and to facilitate the sharing of information. The
MIoD has entered into MOUs with the Financial Reporting Council
and with the Stock Exchange of Mauritius Ltd. MOUs are also in
progress with the Registrar of Companies, the National Committee
on Corporate Governance and the Bank of Mauritius.
The MIoD has also sent its recommendations to the Minister of
Finance for the 2013 Budget.
4.3.Being a Leading Regional Player
The growing trend of inter-continental business transactions and
the increase in the flow of direct foreign investment in Africa is
giving rise to the importance of Corporate Governance on the
24
continent. It has become imperative to develop initiatives that
guide the formulation of Africa-specific guidelines to corporate
governance, that champion the business dynamics of the
continent and that meet the highest global standards. According
to the International Monetary Fund, Africa will host seven of the
top ten fastest growing economies in the world in the next five
years. With the current focus on growth and development in Africa,
good corporate governance and capacity building in this area is
thus vitally important.
The MIoD, together with the Institute of Directors of Southern
Africa (IODSA), have thus jointly spearheaded the setting up of the
African Corporate Governance Network (ACGN), with the support
of the NEPAD Business Foundation (NBF) and the International
Finance Corporation (IFC).
On 16 October 2013, the ACGN was officially launched in Mauritius
by Baroness Lynda Chalker at an international event which marked
the signing ceremony of the ACGN Constitution by all Founding
Members and the NBF. The Founding Members of the ACGN, who
officially signed the ACGN Constitution, binding them to work
together to promote good corporate governance in Africa, are:
•
•
•
•
•
•
•
•
•
•
Institute of Directors Kenya
Institute of Directors in Malawi
Mauritius Institute of Directors
Institut Marocain des Administrateurs
Institute of Directors Mozambique
Institute of Directors in Southern Africa
Institute of Directors in Tanzania
Institute of Corporate Governance of Uganda
Institute of Directors of Zambia
Institute of Directors Zimbabwe
The Institute of Directors in Nigeria became a Member in February
2014 and other countries with whom the ACGN is currently in
discussion include: Algeria, Cote d’Ivoire, Egypt, Ethiopia, Ghana,
Namibia, Seychelles, Senegal and Tunisia. It is the objective of the
ACGN to be a pan-African organisation.
FITC Nigeria has become an Affiliate Member. ACCA, Ernst and
Young (EY), the Ethics Institute of South Africa, the African
Securities Exchanges Association (ASEA) and GRI have all signified
their intention to sign MOUs with the ACGN and/or become
Affiliate Members.
The NEPAD Business Foundation provides the Secretariat for
the ACGN and Webber Wentzel acts as legal advisers both on a
pro-bono basis. The IFC has signed a Cooperation Agreement to
fund the capacity building of member and potential member
organisations as well as building a team of African corporate
governance trainers.
The prime objective of the ACGN is to develop institutional
member capacity for enhancing effective corporate governance
practices, building better organisations and corporate citizens in
Africa. The ACGN aims to become a repository of information on
corporate governance in Africa, while providing policy makers
and market participants with an important forum to exchange
experiences and best practices aimed at addressing ongoing
corporate governance challenges in Africa. The ACGN meets twice
per annum and is currently chaired by the CEO of the MIoD. More
information can be found on the ACGN website www.afcgn.org.
MIoD Trainers
4.4.Being recognised as the leading institute for quality
training and education in corporate governance
2013/14
2012/13
Total number
of public
workshops
Customer
satisfaction
39
Anwar Kaidoo
Total number
of public
workshops
Customer
satisfaction
90%
43
95%
Number of
Participants
at in-house
workshops
Number of
Participants
at public
workshops
Number of
Participants
at in-house
workshops
Number of
Participants
at public
workshops
1117
763
454
1262
Danielle Lagesse
Ambrish Maharahaje
Benoit Maingard
In total during this financial year, in addition to the 39 public
workshops, the MIoD has run 38 in-house workshops and made
several presentations on Corporate Governance and Ethics.
During the year under review, a decrease in the attendance at our
public workshops was noted. However, this trend was reversed
in May and June. The drop in the participation at the level of our
public workshops can be attributed to two key factors:
•
•
Kim Andersen
the economic climate in general; and
the trend for directors and boards to run in-house work
shops vs participating in public workshops.
The demand for in-house training has far exceeded the drop in
the participation at public workshops and while it is evident from
our members’ survey that public workshops should remain an
important element of our service offering, it is also clear that the
current trend is for in-house workshops where the whole Board or
the top team can participate together.
Our partnership with high profile international trainers, coupled
with local trainers and local experts, has enabled us to deliver
high quality training workshops while maintaining a very high
satisfaction rate.
The MIoD has been approved as a Training Institute by the
Mauritius Qualifications Authority. All the MIoD workshops are
MQA-approved and qualify for HRDC refunds as well as Continuing
Professional Development (CPD) units.
International trainers and facilitators who have visited Mauritius
and run workshops for the MIoD this year include: Saffron
Baggallay, Carolynn Chalmers, Keith Coats, Dr. Graeme Codrington,
Maggie Gorse, John Lim, Chris Pierce, Prof Deon Rossouw, Ken
Rushton, Mike Saunders, Didier Serrat, Clem Sunter, Jean-Paul
Tonnier and Bert van Walbeek.
We continue to work closely with the IFC Global Corporate
Governance Forum (GCGF) and the Ethics Institute of South Africa
whose materials we mainly use for all our workshops.
All participants are asked to complete an evaluation form after
each training course or workshop delivered by the MIoD. The
feedback obtained from the participants ranges from the content
of the training, the course material provided, the performance
Gerard Manuel
Jane Valls
Françoise White
Bruneau Woomed
of the trainers, the suitability of the venue and future topics for
workshops.
All trainers and facilitators are also asked to complete an evaluation
form after each workshop they deliver on behalf of the MIoD in order
to ascertain if they feel the learning objectives were achieved, any
recommendations for improving the workshop, the course content
and the materials for the next occasion and any other useful feedback.
The feedback is monitored by the CEO of the MIoD as well as the
Education Committee of the MIoD. Changes are brought to the
workshops run by the MIoD in the light of the feedback received.
Suggestions for new topics are fed into the Training Calendar. All
facilitators receive a copy of the participants’ feedback.
In the coming financial year, we aim to maintain our position as
a leading provider of corporate governance, ethics and director
training and education, by reviewing and refreshing our Director
Development Programme which is now in its 5th year, and looking
at blended learning programmes where possible. We will also be
looking at opportunities for Directors Certification courses while
continuing to provide a varied, dynamic, relevant, high quality and
sustained adult learning programme.
The MIoD has been appointed as a GRI Training Centre and,
together with our technical partner, ELIA, we will be launching a
series of GRI workshops.
Our library continues to grow and is being increasingly used by
members, as is our book ordering service.
Training – both public and in-house workshops – has contributed
a surplus of Rs 2,561,238 in this financial year which represents
22% of the total MIoD revenues.
4.5.Increasing our Visibility and Building on our Existing
Good Reputation
2013/14
2012/13
1:12
1:51
1:6
1:25
Retainer
Spend: Media
Coverage
Retainer
Spend:
Advertising
Value
Equivalent
Retainer
Spend: Media
Coverage
Retainer
Spend:
Advertising
Value
Equivalent
25
We continue to build our reputation and brand through our
sustained interaction with the media and our increasingly robust
press, online and social media presence. 124 articles on the MIoD
have been published in the media during this financial year.
We have this year developed a new interactive website which
allows greater functionality including on-line membership
applications and on-line training and events booking. Our new
website also allows members to access and update their profiles
and data. We have also increased our presence on LinkedIn,
Facebook and Twitter and produced 4 on-line members’
newsletters.
5.Attract non-Directors, Associates and Public
Sector, as well as seasoned Directors
5.1.Widening the scope of our services beyond
corporate governance and providing more skills
training and a Leadership Programme
During the year under review, the MIoD introduced a public
strategic Leadership Programme in collaboration with
TomorrowToday, which focuses on the leadership skills needed
to survive and thrive in today’s world which are very different
from those of a generation ago.
TomorrowToday has been in operation for over 10 years and
specialises in delivering strategic insights, packaged in the
form of presentations, workshops and leadership development
programmes. They have offices in South Africa, UK and Asia
(Hong Kong) with a highly skilled team that has an exceptional
depth of knowledge and breadth of international experience,
working with clients in over 25 countries around the world.
In the coming year, the MIoD will continue to run this Leadership
Programme with TomorrowToday as a series of in-house
workshops.
In this financial year, the MIoD also organised a series of
workshops with Mr. Clem Sunter on 21st Century megatrends
and the latest global economic scenarios, flags and probabilities
together with the best responses to them and a corporate
strategic planning methodology. These workshops have proved
to be highly successful with local companies and there is a
steady demand for the coming year.
Equally the demand for other regular specialist international
facilitators, such as Bert van Walbeek from Winning Edge and
the Risk Prevention, Crisis Management and Business Continuity
Planning seminars, continues to increase.
6.Maintaining existing Founders and Patrons
and attracting new Patrons
We are pleased to report that 15 of our Founders have pledged
to continue supporting the MIoD for another five year term
starting as from 1st July 2013.
As at 30 June 2013, the number of Patrons has been maintained
at 23 demonstrating the commitment of corporate Mauritius to
uphold the principles of good corporate governance.
7.Annual Report
The MIoD welcomes the new Practice Direction (No. 2 of 2014)
issued by the Registrar of Companies on 30 May 2014. This new
Practice Direction, which supersedes Practice Direction No. 1 of
2009, now authorises Mauritian companies to send their annual
report to its shareholders in any readable electronic format,
where the shareholder provides such consent. The shareholders
may however reserve the right to revoke such consent at a
later date. It has been considered and agreed by the Board of
Directors of the MIoD to offer this option to our members and
MIoD members have thus been asked to opt in for this more
environment-friendly solution which is very much in line with
the MIoD’s sustainability policies.
8.Outlook
The outlook for the MIoD continues to be positive as
membership grows and the demand for our services remains
strong. The MIoD will continue to innovate and engage with
stakeholders in the coming financial year with plans to set up a
Company Secretary’s Circle and a Sustainability Forum.
We have undertaken some limited research this year and this
is an area that we also wish to focus more on in the future,
as well as keeping our members up to date with changes in
legislation and regulations around the world. We look forward
to the revision of the Code of Corporate Governance which will
also give rise to providing more information and training for our
members once the new Code is launched. The work undertaken
this year on the voluntary private sector Integrity Pledge will also
be a key focus for implementation in the coming financial year.
Signed on behalf of the Board
5.2.Reaching out to the Public Sector
As part of its advocacy initiatives, the MIoD wrote to the top 50
parastatals bodies and state-owned enterprises to offer them a
one hour complimentary presentation on corporate governance.
A number of such entities have responded positively to the
offer and presentations have been made at the Mauritius Post,
Airports of Mauritius, Mauritius Post and Cooperative Bank and
the Employees Welfare Fund. Others are in the pipeline and this
initiative will be renewed in the coming financial year.
The MIoD also continues to work with the Office of Public
Sector Governance (OPSG) offering pro-bono training and
presentations, as well as seats on our public workshops,
whenever possible.
26
Mr. James Benoit
Chairman
Date: 13 August 2014
Mrs. Catherine McIlraith
Director and Chairperson Audit and Risk Committee
CORPORATE GOVERNANCE REPORT
1.Compliance Statement
In accordance with its mission statement, the Mauritius Institute
of Directors is committed to applying the principles of good
corporate governance in its strategy and operations. Rather than
adopting a ‘tick the box’ approach to complying with the Code,
the MIoD has embedded the principles of the Code in its day-today operations. The MIoD thus aims, as part of its overall strategy,
to be a model of good Corporate Governance.
During the year, the MIoD has complied with all material aspects
of the principles laid down in the Code. Given that the Company
has less than 10 employees, the Board of directors considers that
it functions effectively with only one Executive Director, namely
the Chief Executive Officer.
in the upcoming annual Nomination Process and at the Annual
Meeting of Members (AMM) scheduled for 25 September 2014.
The profiles of the directors are set out on page 9 of the report.
Mr. James Benoit was appointed as Chairman of the Board by his
fellow directors following the AMM held on 25 September 2013.
For the year under review, the Board considered its composition
was adequately balanced and that the directors had the
appropriate range of skills, expertise and experience required to
carry out their duties properly in order to serve the interests of all
the stakeholders of and provide effective corporate governance
to the MIoD.
2.Corporate Details and Holding Structure
The Constitution of the Company provides that, with the
exception of the CEO, every other director shall be eligible for
reappointment for a maximum of five consecutive years.
Incorporated in Mauritius as a public company limited by
guarantee on 11 February 2008, the MIoD is a non-profit making
organisation engaged in the promotion of good corporate
governance in Mauritius and in training and development.
In line with the Code, all directors who meet the eligibility criteria
stand for re-election at the AMM on the recommendation of the
Nomination and Membership Committee.
The rights, powers, duties and obligations of the MIoD, the Board,
each director, and the members of the Company are governed
by the Constitution of the Company and the Companies Act
2001, as well as by the MIoD Board Charter.
The constitution of the MIoD provides inter alia that:
2.1. every member, irrespective of his class of membership,
including a person who has been a member at any time
within 12 months from the effective date of the winding
up of the Institute, shall in the event of the Company
having a deficit in disposable assets over its liabilities,
contribute a maximum of one hundred (100) Mauritian
Rupees to the assets of the Company in the event of it
being wound up;
2.2. the monies collected shall be applied for the payment of
the debts and liabilities of the Company and the payment
of the costs, charges and expenses associated with the
winding up of the Company; and
2.3. the Directors are prohibited from making any form of
distribution, including distributing dividends, returns
of capital, income or profits of the Company to the
members. However, the Company shall use any surplus
funds in any year to pursue the goals set out in Article 5
of the Constitution.
The full version of the Constitution is available on the MIoD
website, www.miod.mu.
3.The Board
As at 30 June 2014, the Board of the MIoD comprised 11 directors
(7 men and 4 women) of whom 10 were independent directors,
and of whom Mrs. Jane Valls was appointed Executive Director.
A vacancy arose on the Board on 15 January 2014 when Mr
Richard Wooding stepped down as director of the Company.
As there was no urgent need to appoint a replacement and
on the recommendation of the Nomination and Membership
Committee, it was resolved that such vacancy would be filled
Mr. James Benoit having reached his term of office, will not
stand for re-election at the next AMM. The Nomination and
Membership Committee has reviewed the skills, competencies
and experience required to enable the Board to function
efficiently as well as the profile of the directors eligible for
re-election. Their contribution to meetings of the Board and its
committees as well as their willingness to stand for re-election
were also considered.
Pursuant to such review, the Nomination and Membership
Committee has recommended that the following directors be
considered for re-election at the Annual Meeting:
1.
2.
3.
4.
5.
6.
7.
8.
9.
Heba Jangeerkhan
Catherine McIlraith
Bryan Gujjalu
Jean Pierre Lim Kong
Ricardo Freyneau
Sidharth Sharma
Olivier Decotter
Ravin Lama
A detailed profile of the above Directors is available on the
MIoD’s website: www.miod.mu.
As regards the two remaining vacancies on the Board, the
Nomination and Membership Committee has recommended
that candidates with experience in the Global Business Sector or
the Public Sector, with a legal, human resource, IT or commercial
backgrounds be considered for election as director of the
Company. The candidates should also have a good knowledge of
corporate governance.
A notice inviting members to apply for consideration as director
of the Company was issued on 19 May 2014.
On appointment to the Board, new directors receive a
comprehensive induction pack from the Company Secretary and
the CEO and have informal meetings with the Chairman, fellow
27
Board members, members of the Nomination and Membership
Committee, the CEO and the employees of the MIoD.
The Chairman is independent and the functions and
responsibilities of the Chairman and CEO are separate.
4.Board Committees
The Chairman and the CEO, in collaboration with the Company
Secretary, agree the Board meeting calendar for the year and the
Board meeting agendas in advance to ensure adequate coverage
of key issues throughout the year. Board packs are usually, and
as far as practicable, sent to the Directors 5 business days in
advance.
The Board of the MIoD has set up the following committees
(together, the “Committees”, and each a “Committee”) to assist in
the execution of its responsibilities:
•
•
•
•
Audit and Risk Committee
Corporate Governance Committee
Education Committee
Nomination and Membership Committee
The Terms of Reference of each Committee are available for
consultation on the website of the MIoD, www.miod.mu.
4.1. Audit and Risk Committee (‘ARC’)
“Your Directors met 5 times during the year under
review. In February 2014, the Board met to evaluate
the strategic plan of the MIoD and pursuant to such
meeting, the strategic plan was revised to enable the
MIoD to continue meeting its objectives. The Board
also received regular reports from the CEO on the
activities of the Company. Board deliberations were
characterised by open and frank discussions and
provided a forum for challenging and constructive
debates. The Board also received reports from the
chairmen of the various Committees.”
James Benoit (Chairman - Board)
All directors have access to the Company Secretary and CEO
to discuss issues or to obtain information on specific areas or
items to be considered at Board meetings or any other area they
consider appropriate. Directors attend Board meetings unless
exceptional circumstances prevent them from so doing.
Furthermore, the directors have the right to request independent
professional advice at the expense of the Company. The Board
also invites third parties with relevant experience and expertise
to attend Board meetings as and when required.
Besides Board meetings, decisions are also taken through Board
resolutions as and when required.
The attendance of directors at Board and Committee meetings is
set out in the table on page 30.
The profiles of the senior management team are set out on page
11 of the report.
28
The ARC is composed of four Directors, namely, Catherine
McIlraith (Chairperson), Jean Pierre Lim Kong, Bryan Gujjalu and
Ricardo Freyneau. The Company Secretary acts as secretary of
the Committee. The CEO is also in attendance at the meetings of
the ARC as well as the Accounts and Administration Coordinator,
the external Accountant and the External Auditor, when
required.
The ARC’s main responsibilities are to assist the Board of
Directors in fulfilling its oversight responsibilities for:
•
•
•
•
•
•
•
the integrity of the Company’s financial statements;
the Company’s compliance with legal and regulatory
requirements;
the independent auditor’s qualifications, independence
and performance;
the effectiveness of the Company’s internal controls;
the review of any accounting or auditing concerns
identified;
monitoring of debtors; and
the review of the risk philosophy, strategy and policy and
assessment of the quality of the risk management
process.
“The Committee met 4 times during the financial
year 2013-2014 to review the Company’s accounting
policy and procedures, management accounts,
the financial statements and the Annual Report
2013 as well as the risks faced by the MIoD. The risk
register of the MIoD was updated with the addition
of a defined risk appetite level. The Committee also
decided to split the review of the Internal Control
systems and IT Security Review over two financial
years. The IT Security Review will be held in 2014 and
the Internal Control review will be held in financial
year 2015.”
Catherine McIlraith
Chairperson, Audit and Risk Committee.
4.2. Corporate Governance Committee (‘CGC’)
The CGC is composed of 3 directors, namely, Olivier Decotter
(Chairman), Catherine McIlraith and Jane Valls. The Company
Secretary acts as secretary of the Committee.
The CGC makes recommendations to the Board on all Corporate
Governance provisions to be adopted to enhance compliance
with prevailing governance principles and practices.
“We met 3 times during the year
under review. Besides reviewing the
non-financial part of the Annual
Report, we also looked at the Data
Protection Policy of the Company
as well as the IT Governance
Framework of the Company.”
Olivier Decotter
Chairperson, CGC
4.3. Education Committee (‘EC’)
The EC is composed of 5 directors, namely Patricia DayHookoomsing (Chairperson), Ravin Lama, Heba CapdevillaJangeerkhan, Sidharth Sharma and Jane Valls. The Company
Secretary acts as secretary of the Committee.
The Committee is responsible for all matters regarding training
and education activities of the MIoD aimed at the promotion and
achievement of its objectives.
“3 meetings of the Education Committee were held
during the year. Our courses continue to be well
attended with an average of 19 participants per
workshop and we are pleased to report that the
satisfaction rating has remained above average at
90%. The Committee has overseen the training and
education plan of the MIoD and the very successful
International Conference held in October 2013 and
is currently working on the evaluation of a Director
Certification programme as well as the possibility
of blended learning courses. We are also at the
initial stages of planning for the next conference of
the MIoD which will be held in 2015.”
Patricia Day-Hookoomsing Chairperson, EC.
4.4. Nomination and Membership Committee (‘NMC’)
The NMC is composed of three Directors, namely Heba
Capdevila-Jangeerkhan (Chairperson), James Benoit and Jean
Pierre Lim Kong. The CEO is in attendance at the meetings and
the Company Secretary acts as secretary of the Committee.
The Committee is responsible for all matters concerning
membership of the MIoD, as outlined in its Constitution, and
for recommending to the Board candidates to be appointed as
Directors to the Board, as well as all employees’ remuneration.
The Committee has a separate set of clear and transparent
published procedures and distinct terms of reference for the
nomination of Directors and for the admission of new members.
“During the year, the Nomination and
Membership Committee met 6 times
and approved 153 new members. The
Committee has also worked on proposed
new criteria for the categorisation of
members as well as an updated set of
benefits for each category. The Committee
has been through the nomination process
to recommend Directors for election at the
next Annual Meeting of Members.”
Heba Capdevilla-Jangeerkhan Chairperson, NMC
5.Board Performance and Evaluation
An evaluation of the Board’s performance is undertaken
every year and reviewed with the objective of improving its
performance, procedures, practices and administration and
those of its Committees, as well as the overall achievement of
the Company’s Vision, Mission, Values and Objectives. The last
Board Evaluation Report in 2013 identified the following key
areas for improvement: the need for the review of some of the
training programmes offered by the MIoD and the need to reach
out more effectively to the public sector. The EC of the MIoD has
been tasked with reviewing the training programme as from
January 2015. The NMC, as well as the Directors Forum, have
been asked to look at the issue of encouraging more members
from the Public Sector.
6.Conflict of Interest
The Board’s policy on conflicts of interest, with which all
employees and Directors are expected to comply, is available on
the MIoD website, www.miod.mu.
All Directors are required to disclose any conflicts of interest at
the start of every Board or Committee meeting.
29
Attendance at meetings
ARMOOGUM, Devapragassen1
BENOIT, James
CAPDEVILA-JANGEERKHAN, Heba
DAY-HOOKOOMSING, Patricia
DECOTTER, Olivier2
FREYNEAU, Ricardo3
GUJJALU, Bryan4
HEBERDEN, Vaughan5
LAGESSE, Danielle6
LAMA, Ravin
LIM KONG, Jean Pierre7
LEUNG SHING, Georges8
McILRAITH, Catherine
SHARMA, Sidharth9
VALLS, Jane Elizabeth Orde
WOODING, Richard10
Board
1/1
3/5
4/5
5/5
5/5
2/4
3/4
0/1
0/1
5/5
4/4
1/1
5/5
4/4
5/5
0/2
EC
n/a
n/a
3/3
3/3
n/a
n/a
n/a
n/a
n/a
2/3
n/a
n/a
n/a
2/3
3/3
n/a
ARC
n/a
n/a
n/a
n/a
n/a
1/3
3/3
n/a
n/a
n/a
2/3
1/1
4/4
n/a
4/4
0/2
NMC
2/2
3/6
6/6
n/a
n/a
n/a
n/a
n/a
n/a
n/a
4/4
2/2
n/a
n/a
6/6
n/a
3
4
5
6
7
8
9
Stepped down at the AMM on 25 September 2013
Appointed at AMM held on 25 September 2013
10
Resigned on 15 January 2014
1
2
7.Statement of Remuneration and Philosophy and Recruitment Policy
7.1. Remuneration Philosophy
The NMC is responsible for reviewing and recommending to the Board any changes to employees’ remuneration. Employees
are rewarded for their contribution to the Company’s performance based on their performance against annual Key Performance
Indicators (“KPIs”) and the company’s financial position. The MIoD has started a review this year to ensure that employees’
remuneration is in line with industry and market benchmarks.
The Non-Executive Directors are not remunerated for serving on the Board.
The total emoluments paid to the CEO during the year under review was:
Name
Remuneration
VALLS, Jane Elizabeth Orde
Rs 3,704,545*
*It should be noted that this amount includes a
provision for the annual performance bonus which, this
year, has been exceptionally paid in August 2014.
Annual Members Meeting
30
CGC
n/a
n/a
n/a
n/a
3/3
n/a
n/a
n/a
n/a
n/a
n/a
n/a
3/3
n/a
3/3
n/a
7.2 Range of Ratios of Standard Entry Level Wage by
Gender
The MIoD does not differentiate salaries on the basis of gender
nor do we have a standard entry wage level for employees. Entry
salaries are based on industry and market benchmarks, the
entrant’s educational level and relevant experience. The NMC is
responsible for reviewing and recommending to the Board any
changes to employees’ remuneration.
The MIoD has this year increased the number of staff by one and
now employs 6 staff, excluding the CEO – 4 female and 2 male.
The lowest male basic salary is Rs 30,049 and the lowest female
basic monthly salary is Rs 19,000. There is no official minimum
wage in Mauritius in our sector. However as per the Ministry
of Labour and the National Remuneration Order for Travel
Agents and Tour Operators Workers, a similar service sector, the
minimum wages prescribed for comparable jobs are as follows:
•
•
Senior Accounts Clerk: Rs 10,306
Administrative Clerk: Rs 8,717
Based on this methodology the ratio of entry level wage by
gender compared to local minimum wage for comparable jobs is
2.9 for male staff and 2.1 for female staff. The apparent difference
between the two ratios does not imply gender bias at MIoD
since for any specific position a male or female employee would
receive the same remuneration all else being equal.
The MIoD is focused on continually developing a workforce that
is dedicated, motivated and well trained in order to assure the
Company’s future development and growth as well as providing
long term employment for individual employees.
To achieve this goal the MIoD provides competitive
compensation and certain social benefits to all employees
while maintaining a positive work environment. The MIoD is
committed to providing a total compensation package that
enables the Institute to attract and nurture skilled employees for
all positions. A competitive total compensation package includes
an effective salary and a benefits plan which aims to:
•
•
•
pay a fair basic salary for the job by benchmarking
against similar jobs and similar organisations in
Mauritius and taking into consideration internal equity,
specific job requirements, and the skills, knowledge, and
abilities of the employee;
provide basic benefits; and
recognise individual contribution through the
performance bonus system.
The total compensation package also includes payment of a 13th
month salary in line with Mauritian legislation, which is normally
paid in December and is calculated proportionately to the time
of service during the year. All employees receive a pay slip and
salaries are usually paid on the 26th of each month by standing
order.
The Board of the MIoD has agreed to introduce a private
contributory pension scheme for all employees as from July 2014
as well as 24/7 insurance cover.
7.3 Recruitment Policy
Under the Equal Opportunities Act 2008 (‘EOA’), an employer
cannot discriminate against an employee/prospective employee
on the basis of the following:
Age
Marital status
Caste
Place of origin
Colour
Political opinion
Creed
Race
Ethnic origin
Sex
Impairment
Sexual orientation
The EOA also specifies that employers should be exclusively
merit-oriented in their approach when it comes to selecting,
recruiting, employing, appraising, promoting or dismissing an
employee.
Although the guidelines are not of a mandatory nature for the
MIoD as it employs less than 10 employees on a full-time basis,
the MIoD is committed to a policy of equal opportunities.
The MIoD’s HR Policies & Guidelines provides that no unlawful
discrimination occurs in the recruitment and selection process
on the grounds of race, religion or belief, colour, sex, age,
national origin, disability or sexual orientation. The MIoD’s HR
Policy and Guidelines can be found on the website, www.miod.
mu, under the section ‘Annual Integrated Report 2014’ on the
homepage.
All employees are hired from the local community although this
is not explicitly stated in our HR Policy and Guidelines.
Integration of Gender and Diversity into Programme Design
The MIoD’s published HR Policy and Procedures is intended to
ensure that, inter alia:
•
•
•
•
•
•
•
•
Recruitment practices are professional, transparent and
equitable
Employment relationships are based on mutual trust,
fairness and equality of opportunity for all
The dignity and individuality of all employees is
respected
No applicant or employee is subjected to discrimination
of any kind
All employees are trained to carry out their role
competently
and are supported to develop to their full potential
Equality of access to all development opportunities
Fair and equal treatment of all employees
Equal opportunities for all employees
8.Annual Meeting of Members (‘AMM’)
As at 30 June 2014, the MIoD had 1002 members.
The MIoD communicates to its members through its Annual
Integrated Report, publications, newsletters, website, emails,
networking events, surveys and the AMM. The key members
events held during the year were:
1. AMM
2. Members Networking
Evening at the Hennessy
Park Hotel
3. Fellows Evening at InVino
25 September 2013
30 April 2014
13 June 2014
31
9. Share Price
The Company is not listed on any stock exchange and share price
information is therefore not applicable.
10. Internal Control and Risk Management
10.1 Risk Management
The Board is responsible for the process of risk management
which incorporates internal control and audit and has delegated
its overall responsibility to the ARC.
The ARC assists the Board in fulfilling its responsibilities by
regularly monitoring decisions and processes designed to ensure
the integrity of financial reporting and sound systems of internal
control and risk management.
Management is accountable to the Board to establish processes
and procedures for identifying, evaluating, and managing any
significant risks faced by the Company.
A full risk analysis has been undertaken and a register of key risks
has been established and is regularly updated and presented to
the ARC for the appropriate mitigation, actions and decisions to
be taken.
The key risks identified and which require monitoring are as
follows:
•
reputation;
•
loss of Founders and Patrons funding, especially after the
initial 5 year commitment;
•
technology failure and data loss;
•
natural disasters;
•
credit risk attributable to trade receivables;
•
loss of key personnel.
These risks are being addressed in the following ways:
•
a risk appetite level has been defined as low and set at
2% of gross annual revenues;
•
an ethics risk assessment was completed in August 2012;
•
the MIoD Code of Conduct has been reviewed;
•
a Whistleblowing Policy has been implemented;
•
the MIoD has put in place a new 3 year business plan to
ensure its sustainability;
•
a Disaster Recovery and Business Continuity Plan has
been put in place;
•
a simulation was carried out to test the Disaster Recovery
and Business Continuity Plan during the year;
•
insurance cover is reviewed annually;
•
improved debtor management and processes and
regular follow up;
•
a sector analysis has been undertaken to ensure limited
vulnerability to a financial downturn in any one sector;
•
the original Founders and Patrons continued support has
been sought and secured;
•
new Patrons are approached annually and 23 Patrons
have been secured as at 30 June 2014;
•
an impact assessment to be undertaken on the loss of
key personnel with proposals for risk treatment;
•
IT security has also been reviewed and improved with the
implementation of a firewall;
•
an IT security audit will be undertaken in the coming
financial year.
32
10.2 Internal Control
There is no internal audit function as the Board considers the
size of the Company too small. However, Cays Associates was
appointed in May 2010 to look after the MIoD’s accounts and
oversee the Company’s accounting procedures and controls.
The ARC is responsible for ensuring that all internal controls
are in place and for the regular review of the company’s
management accounts and policies. Separation of powers is
ensured for approval of all purchases, payments of bills and
signing of cheques. Cash transactions are limited and receipts
are immediately issued. The Pastel software accounting system is
used for the management and control of accounts and debtors.
10.3 External Audit
Moore Stephens was re-appointed as external auditor for the
year 2013/14. No non-audit services were rendered by the
external auditor.
11. Corporate Social Responsibility (‘CSR’)
The Company is a non-profit making organisation and is
therefore not accountable for CSR contributions. The MIoD has
however decided this year to implement a CSR programme by
providing “at cost” training on corporate governance and ethics
management to registered non-governmental organisations as
well as using its Directors Register to conduct pro-bono searches
for such organisations.
Africa Rising Conference
12.Ethics
An ethics risk assessment, which also covered corruption
risks, was undertaken in 2011. The assessment covered all the
activities of the MIoD. Thereafter the MIoD Code of Conduct was
reviewed and revised on 15 July 2012 to address ethical conduct
within the Company and as put into practice by its members. The
members of the Company are expected at all times to act in such
a way as not to bring themselves or the MIoD into disrepute.
They are also expected to comply with the Code of Conduct of
the MIoD which provides guidance on behaviour to be adopted
by the members.
The MIoD also has a Whistleblowing Policy and this and all other
policies are available on our website as follows:
•
•
•
•
•
•
•
•
•
•
•
Accounting Policies & Procedures
Code of Conduct
Conflict of Interest Policy
Data Protection Policy
HR Policy and Guidelines
Media Policy
Nominations Procedure
Procurement Policy
Quotation and Tender Process
Related Party Transactions
Whistle Blowing Policy
workshops have been run in this financial year by the MIoD
and ICAC, facilitated by Prof Deon Rossouw, CEO of the Ethics
Institute of South Africa, with over 50 companies attending. It is
planned to launch the Integrity Pledge in the coming financial
year.
The Ethics Risk Assessment Report, the Code of Conduct and the
MIoD Whistleblowing Policy can be found on the MIoD website,
www.miod.mu under the section ‘Integrated Report 2013/14’ on
the homepage
12.1.Training in Anti-Corruption Policies and
Procedures
The MIoD’s Code of Conduct also applies to all its employees
who are required to behave ethically in a manner consistent
with the values of the MIoD. If in doubt, employees should seek
advice from management.
Employees are encouraged to report to management any
behaviour by another employee which they consider to be
unethical. This may include behaviour that the employee
believes violates any law, rule or regulation or represents corrupt
conduct, substantial mismanagement of company resources,
or is a danger to public health or safety or to the environment.
Employees making such reports shall be protected against
reprisals providing the claim is based on a reasonable belief, is
reported to an appropriate person and is not malicious.
During the course of the financial year, two employees of the
MIoD were trained in the ‘Ethics Officer Certification Programme’
which the MIoD runs jointly with the Ethics Institute of South
Africa. The number of employees certified as Ethics Officers is 2
out of a total of 7.
12.2. Whistleblowing Council
The MIoD has, this year, signed an MOU with Transparency
Mauritius to set up a Whistleblowing Council. The objectives of
the Whistleblowing Council are to:
•
•
•
•
promote whistleblowing within the private sector;
analyse trends and make recommendations accordingly;
act as an advisory council to private sector entities
having in place or intending to put in place a
whistleblowing policy and individuals, whether
employees and/or whistleblowers)
advocate for whistleblowing legislation in Mauritius.
12.3. Private Sector Anti-Corruption Platform (PACT)
The MIoD has also been mandated this year to lead the
voluntary private sector initiative, in collaboration with the
Joint Economic Council, Mauritius Employers Federation and
ICAC, to combat corruption in Mauritius known as PACT (Private
Sector Anti-Corruption Task Force) which is currently working
on an Integrity Pledge to be adopted by the private sector. 2
Launch of ACF Best Practice Guidance Notes
for Audit Committees
13. Environment
To support the MIoD in its endeavour to promote corporate
sustainability in Mauritius, an exercise was undertaken to
calculate the MIoD’s Ecological Footprint (‘EF’). The Company’s
EF is now updated annually and can be found on our website,
www.miod.mu under the section ‘Integrated Report 2013/14’ on
the homepage. Please refer to the Sustainability Report on Page
35 of this report for more information.
14. Health and Safety
The Company complies with health and safety legislations. 1
minor incident was reported during the year and corrective
action has been taken.
15. Social Issues
The Board of Directors of the MIoD sets the strategic aims of
the company to ensure that the necessary human and financial
resources are in place for the MIoD to meet its Vision, Mission
and Goals in line with our Values. The MIoD is committed to the
best HR practices and believes that our people are our most
valuable asset and that providing a safe and healthy working
environment is not only a basic responsibility, it is fundamental
to the success of our Institute. The Company accepts its
ethical and corporate social responsibilities and recognises its
obligation to conduct its activities in full knowledge of, and
compliance with, the requirements of applicable employment
legislation, regulations and approved codes of practice. The
MIoD aims to achieve this by adopting a policy of best practice
in managing people.
33
The Company is an equal opportunities employer and considers the welfare and development of its employees to be very important.
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD
workshops and events, as well as external training for their professional development. Team building exercises are held regularly to
reinforce team values and teamwork.
The Board of the MIoD has also approved the setting up of a contributory private pension plan for the employees effective July 2014.
Please consult our website www.miod.mu, particularly the Policies section to know more about our HR policies and practices.
The Company is an equal opportunities employer and considers the welfare and development of its employees to be very important.
Employees are consulted on all essential matters affecting their work and environment and are encouraged to attend MIoD
workshops and events, as well as external training for their professional development. Team building exercises are held regularly to
reinforce team values and teamwork.
The Board of the MIoD has also approved the setting up of a contributory private pension plan for the employees effective July 2014.
Please consult our website www.miod.mu, particularly the Policies section to know more about our HR policies and practices.
16. Related Party Transactions
The MIoD has procured training services from Consultancy Company Limited (‘CCL’), amongst other service providers, since 2011. Mrs.
Patricia Day-Hookoomsing is the Managing Director of CCL and with her nomination as a Director of the MIoD in September 2012,
such services from CCL are now classified as a related party transaction and disclosed in the Financial Statements in note 13 on page
54.
17. Management Agreements
No management agreement has been entered into by the Company.
Dustin Bhoyrul
Company Secretary
13 August 2014
34
SUSTAINABILITY REPORT
1.Defining Report Content
This Annual Integrated Report has adopted the G3.1 guidelines
of the Global Reporting Initiative, and it reflects MIoD’s
commitment to provide a transparent and fair review of its
strategy, performance and activities in 2013-2014 to all its
stakeholders. The triple bottom line report aims to provide
an open and honest summary of the social, economic and
environmental impacts stemming from our activities and
commitments, practices, objectives and performance results
regarding the management of our impacts. The report contains a
combination of quantitative and qualitative impacts.
MIoD continues to adopt a learning-by-doing approach to
internalise integrated sustainability reporting as a strategic
management tool. While this report uses the GRI G3.1 criteria,
it is our intention in the coming year to migrate to the new G4
Sustainability Reporting Guidelines. It is also understood that
the learning-by-doing approach implies that the processes, tools
and methodologies applied to identify, prioritise and validate
report content and reporting parameters will evolve over time.
Nevertheless, the processes, tools and methodologies are
systemic and have been applied systematically to allow yearon-year comparisons of MIoD’s performance. This is even more
so because MIoD is a relatively young organisation that holds a
unique position vis-à-vis its stakeholders.
We have used GRI Reporting Standard principles in determining
the scope of the report, content structure and quality and data
calculation and disclosure techniques. The content of this report
discloses MIoD’s performance for the period starting 1 July 2013
and ending 30 June 2014.
A detailed GRI table, providing responses to each of the GRI G3.1
criteria, can be found on our website at www.miod.mu as well as
on page 57 of this report under the GRI Content Index.
2.Report Scope & Boundary
The activities of MIoD cover the geographical area of the
Republic of Mauritius, and most of these activities take place
in the island of Mauritius. The report boundary is therefore
the activities of MIoD in Mauritius. In addition to GRI’s
Sustainability Reporting Guidelines (GRI 3.1), the report also
follows the International Financial Reporting Standards (IFRS)
for financial reporting, and the Code of Corporate Governance
of Mauritius 2004. Boundaries for non-financial data collection
are consistent with our financial reporting, thus aligning
financial, environmental and social reporting. Since stakeholder
inclusiveness is a cross-cutting issue in determining the
content and scope of reporting, we have attempted to take into
consideration the expectations of our stakeholders, as well as to
quantify or qualify the impacts of our activities on their wellbeing, including present and future considerations, and to take
remedial actions. Our stakeholder engagement processes are
discussed below.
Since the MIoD runs an international conference every two
years, it has decided to calculate the footprint for the conference
separately in order to a) enable us to compare our normal
operating footprint year on year and b) to compare conference
footprints every 2 years.
It is to be noted that the air travel of delegates attending
the international conference has not been included in our
calculations as we have considered this to be part of their own
footprint.
3.Determining Report Content
Guided by the G3.1 reporting guidelines and principles, and
technical protocol, the following criteria have been observed in
preparing this report:
3.1 Stakeholder Inclusiveness
Stakeholder identification and engagement have been carried
out using a combination of three methods, namely: (1) market
knowledge by virtue of being the main organisation mandated
to foster the development of corporate governance at the level
of Boards and senior management in Mauritius; (2) value-chain
analysis to establish the entire supply chain of MIoD’s services,
including the enabling environment and business providers; and
(3) ongoing surveys with existing and potential members.
The value chain has been mapped using in-depth knowledge
of our market and by keeping in close proximity with all the
stakeholders and can be found on page18.
3.2 Completeness
We have ensured that all the material topics and indicators
covered in this report reflect completely the significant
economic, environmental, and social impacts of our activities
and enable our stakeholders to assess our performance in 20132014 effectively.
3.3 Balance
We have attempted to present an unbiased picture of our
performance by avoiding selections, omissions, or presentation
formats that are reasonably likely to unduly or inappropriately
influence the reader’s decision or judgment. The report provides
both favourable and unfavourable results, as well as results that
can influence the decisions of stakeholders in proportion to their
materiality. This is a commitment to MIoD’s transparency.
3.4Comparability
Since this is the second Annual Integrated Report, results
present the latest data and information as well as a comparative
performance analysis against last year’s baseline.
The Ecological Footprint (EF) calculations have been based
on the methodology used in the original Ecological Footprint
Analysis & Advice on Sustainability Reporting of MIoD conducted
by ELIA in November 2012, which was updated for the financial
year 01 June 2012-30 July 2013 and again updated this year
for the reporting period 01 July 2013- 30 June 2014 in order to
make year on year comparisons. The Report and the Ecological
Footprint calculators for 2012/3 and 2013/4 can be found on
the MIoD website, www.miod.mu under the section ‘Integrated
Report 2013/4’ on the homepage).
3.5 Accuracy
The different data in this report have been presented both on a
qualitative and quantitative basis. In any case, we have ensured
openness in measurements and qualitative analyses while
35
bearing in mind that data would need to be verifiable. While
the non-financial components of the present report have not
been subject to an independent third party audit, the processes,
methodologies and tools for generating and analysing
quantitative and qualitative data were adopted because they
lend themselves to such audits. Where applicable, such as in
the case of Ecological Footprint analysis discussed below, error
analysis is provided to deal with uncertainties in measurements.
3.6 Timeliness
This report is issued for the purpose of the Annual Members
Meeting on 25 September 2014. It will enable all our
stakeholders to assess this report and provide us with relevant
feedback for future reporting. This open review process forms an
integral part of the learning-by-doing approach.
3.7 Clarity
This report has been presented in a manner that is
understandable, accessible and usable by our stakeholders. As
far as practicable, graphics and data tables have been used to
present information.
3.8 Reliability
Information and processes used in the preparation of this
report have been consistently gathered, recorded, compiled,
analysed, and disclosed in a way that has been subject to
constant examination by a competent internal team, together
with the help of external consultancy firm with experience with
integrated sustainability reporting using the GRI G3.1 Reporting
Guidelines and Principles.
3.9 Materiality
According to the GRI G3.1 Guidelines, materiality has to be
determined by considering the economic, environmental, and
social impacts that cross a threshold in affecting the ability
to meet the needs of the present without compromising
the needs of future generations. Since the identification of
thresholds is not trivial, especially when considering long-term
impacts or impacts where root causes and their effects are
delocalised geographically and across different time horizons,
the methodology applied by MIoD to gauge materiality is
evolving as it strives to better integrate sustainability across
its entire spectrum of operations and services. The underlying
approach is to identify and prioritise those impacts that have a
propensity to create, preserve or erode economic, environmental
and social value for itself and its stakeholders. In order to be
methodological and systematic, a combination of approaches
has been used to determine materiality and the contents of this
report:
•
•
•
•
36
The legal requirements of the Republic of Mauritius. In
many instances, the operating legal framework prescribes
minimum or allowable socio-economic and environmental
impacts, and these thresholds are usually identified
because of their materiality;
Adoption of a thorough risk management process that
allows us to assess and mitigate the impacts of our
operations (and vice versa) beyond the financial imperative.
The risk management process also makes visible
opportunities to better serve our stakeholders;
By keeping a close proximity with our stakeholders as
explained in Section 1.4 of the Directors Report on page 16;
Identification of internal issues through meetings with
•
MIoD team members as well as subscribing to continuous
learning to better adhere to our policies, values, strategies,
targets and risk management processes; and
Carrying out an Ecological Footprint analysis of our operations that cover the impacts of the following: (1)
food (mainly provided by third parties during delivery
of MIoD training); (2) consumables; (3) utilities, buildings,
and transport; and (4) waste. The first Ecological Footprint
analysis was carried out for the financial year 2012/3 and
updated for the financial year 2013/4 (a copy of the reports
can be obtained from our website, www.miod.mu under
the section ‘Integrated Report 2013/4’ on the homepage),
and its results and recommendations were approved by the
MIoD’s Board of Directors on 13 August 2014. The analysis
has been used to quantify impacts, identify impacts of most
significance, and provide a basis for taking remedial actions
across the value chain as discussed in this report. Ecological
Footprint analysis has been adopted as one way to deal
with the difficulties in establishing thresholds for
sustainability impacts. The Ecological Footprint analysis
also captures the ecological impacts of services delivered
(except for electricity and primary energy consumption) by
third party venues during MIoD training workshops.
MIoD’s materiality framework is evolving. We are confident
that the results presented here are sufficiently robust to instil
confidence in the quality of the report. The Annual Integrated
Report should be read in conjunction with our online resources.
Currently, validation is essentially an internally orientated
process, with authorisation by the CEO and Executive Secretary
and ultimate approval of the Annual Integrated Report by the
Board of Directors.
Performance indicators have been chosen for reporting purposes
based on three main factors:
1.
2.
3.
Results of the Ecological Footprint Analysis;
Our ability or maturity to respond; and
The opportunity for MIoD to grow and gain advantage
from the impacts.
The calculation of Performance Indicators has followed the GRI
Indicator Protocols. Greenhouse Gas (GHG) emissions arising
from the use of electricity has been calculated from the Grid
Emission Factor of Mauritius using the methodological tool
07 – i.e. “Tool to calculate the emission factor for an electricity
system (Version 03.0.0) - proposed by the Clean Development
Mechanism for calculating the operating margin has been used
(http://cdm.unfccc.int/methodologies/PAmethodologies/tools/amtool-07-v3.0.0.pdf)”. GHG emissions arising from business-related
air travel have been calculated using the official ICAO online
calculator (http://www2.icao.int/en/carbonoffset/Pages/default.
aspx).
Re-statements of information are not applicable.
4.Ecological Footprint (EF)
The total footprint in hectares (ha) (excluding the biennial
conference) has decreased for the year from 50.66 ha to 39.39
ha, despite having catered for more members (1002 this year
vs 850 last year). Although the number of participants at public
workshops has decreased this year from 1262 to 763, the number
of participants at in-house workshops has increased from 454 to
1117.
last year. This is a small increase of 0.96% increase and can be
accounted for by the increase in staff and electrical equipment.
The MIoD is not a producer of direct or indirect energies.
The per capita EF has decreased from 0.07 ha/person to 0.05 ha/
person showing an improvement of 28% (i.e. reduction in EF).
Initiatives to reduce indirect energy consumption have been
investigated during the year and include:
The food EF has reduced in per capita terms from 0.04 ha/person
last year to 0.01 ha /person this year.
•
•
5.Conference Footprint
A key constraint for the implementation of energy efficiency
measures in office spaces is attributed to the fact that MIoD is
only a tenant and such changes will have to be carried out by the
building owner or manager.
Our conference footprint is 0.13 ha/person mainly for food over
2 full conference days for 180 participants. We will use this as our
benchmark to reduce our next conference footprint in 2015.
6.Market Position
Please refer to the Statement of Remuneration Philosophy
and Recruitment Policy and the MIoD’s Range of Ratios of
Standard Entry Level Wage by Gender on page 31 of this Annual
Integrated Report.
use of energy saving lighting;
reduction in use of air conditioning where possible.
In the coming years, the MIoD will need to look at how it can
implement efficiency gains which exceed company growth.
7.3.Water
The MIoD’s consumption of water now only consists of water
delivered by the Central Water Authority. No water has been
consumed from plastic bottles this year. The water consumption
remains the same as last year that is 26 m3/year.
7.Environmental Performance
Total water withdrawal by source
7.1. Materials (EN1)
The main consumable materials used by the MIoD are shown in
this chart giving a year on year comparison with last year:
100%
2% 2%
Central Water Authority
12.00
Water fountains
Bottled water
10.00
96%
8.00
2013/2014
2012/2013
6.00
7.4.Greenhouse Gas Emissions
4.00
The total CO2 emissions of the MIoD have been estimated at
19.9 tonnes for the reporting period vs 20.6 tonnes in the last
reporting period, with direct emissions the same as last year, that
is 5.5 tonnes of CO2, and indirect emissions contributing 14. 4
tonnes of CO2 this year vs 14.9 tonnes of CO2 in the last reporting
period.
2.00
year 12/13
7.2.Energy Consumption
year 13/14
The only direct energy consumption relates to fossil fuel used in
transportation by MIoD staff for work purposes. This amounted
to 100,682 MJ in this reporting year vs 94,113 MJ for the last
reporting period. Also, the indirect energy used by MIoD relates
to the consumption of electricity derived from the national
electricity grid. This showed a small increase in this reporting
year at 10,728kWh compared to last year (10,386 kWh) – i.e.
115.86 GJ thermal in this reporting year vs 112.17 GJ thermal
* Indirect emissions of CO2 arose from the consumption of
electricity and air travel. This amounted to 10.7 tonnes this
year vs 11 tonnes last year for electricity and 3.7 tonnes this
year v 4.2 tonnes of CO2 last year for air travel.
* Total direct CO2 emissions related to land transport has
been estimated as the same as last year that is 5.7 tonnes of
CO2. The estimation is based on the total distance travelled
(km) during the reporting year; an average fuel efficiency of 12
km/litre of gasoline; and the emission factor of motor
gasoline.
*
It is to be noted that the air travel of delegates attending
the international conference has not been included in our
conference footprint calculations as we have considered this
to be part of their own footprint.
37
7.5.Waste
All waste produced by MIoD and related to MIoD activities was either sent to the landfill or for recycling during the reporting period.
The main sources of waste are as follows:
Source
2012/3
Total
Waste/Landfill
2013/4 Total waste
Total waste
Landfill
Recycled
Paper
350kgs
350kgs
315kgs
35kgs
Plastic
37kgs
7kgs
0kgs
7kgs
Electronics
0kgs
14.5kgs
0kgs
14.5kgs
Wood
0kgs
131kgs
0kgs
131kgs
Metal
0kgs
40kgs
0kgs
40kgs
In addition the MIoD Conference generated the following waste:
Source
2012/3*
Total
Waste/Landfill
2013/4 Total waste
Total waste
Landfill
Recycled
Paper
0kgs
16kgs
0kgs
16kgs
Plastic
0kgs
35.5kgs
0kgs
35.5kgs
Fabric
0kgs
0.2kgs
0.2kgs
0kgs
* No conference held in 2012/13
By virtue of its activities, the MIoD does not deal with hazardous wastes of any kind.
7.6. Mitigation of Environmental Impacts
Following the Ecological Footprint Report undertaken in 2012/3, 3 areas were highlighted that needed attention:
(i)
(ii)
(iii)
food (mainly provided by third parties during delivery of MIoD training);
consumables; and
waste management.
In this respect, the MIoD undertook in the financial year 2013/2014 to:
•
•
•
38
work with our key third party food suppliers to improve the quality of the food offered during our training sessions, especially
taking into account the health problems in Mauritian society such as diabetes and heart disease, and to reduce our ecological
footprint in this respect. We have also engaged the advice of a nutritionist. As a result we have been able to not only reduce
our Ecological Footprint substantially, but also to provide healthier food to our workshop participants. Our key third party
suppliers are also now offering these healthier menus to other companies.
reduce the amount of plastic that we purchase both in our own office but also through our third party suppliers. In this
respect, we have now banned plastic bottles from our offices and workshops; we have installed a water filter in our offices and
persuaded our third party suppliers only to use filtered water for our workshops. We are pleased to report that the main hotels
we work with are now adopting filtered water for all their needs.
reduce the amount of paper and in this respect we have started using only recycled paper for all our needs. We continue to try
to reduce the amount of recycled paper usage by encouraging the use of soft copies wherever possible. Board papers are now
only sent by soft copy and we hope to move in the coming financial year to the use of tablets so that individual directors do
•
•
not need to print their board packs. To this effect we are signing an MOU shortly with a board software provider. The same
software will also be tested for training purposes to reduce the amount of paper used in our workshops whether as training
manuals or as handouts. We have also this year undertaken a survey of our workshop participants to evaluate the need
for printed manuals. The results of this survey will enable us in the coming year to further reduce our Ecological Footprint. We
are also pleased to report that the Registrar of Companies has issued a new Practice Direction, effective as of 31 May 2014,
making it easier for companies to send soft copies of their annual report to shareholders who accept to receive this format,
and thus reducing substantially the amount of paper used not only by the MIoD but by all companies in Mauritius. The
objective over time must be to become paperless.
ensure that all our old electronic goods such as printers or computers are properly recycled using genuine recyclers and this is
being done.
work with our landlords to introduce recycling bins for all the tenants in our building, Raffles Tower, and to this effect we have
introduced recycling in our own offices, held a meeting with 5 other tenants in our building who have agreed to start
recycling also, and worked with the landlord to provide recycling bins managed by Mission Verte for the whole building. In the
coming year, we will work with all the tenants in the building to introduce recycling.
7.7.Total Environmental Protection Expenditure and Investment (EN30)
To date, the MIoD has invested in consultancy services to help it calculate its Ecological Footprint and produce its Annual Integrated
Reports at a total cost of Rs. 150,000. The Ecological Footprint calculation is the benchmark for reducing our footprint in the future.
Value Added Statement
2014
Rs
2013
Rs
Income from Contributions
Income from Subscriptions
Income from Seminars and others
Income from Conferences
Interest received
Less: Membership expenses
Less: Seminar expenses
Less: Conference expenses
Less: Other operating expenses
Total direct economic value generated
5,150,000
2,896,425
6,412,332
4,219,456
493,008
(200,208)
(3,505,502)
(3,975,428)
(2,918,723)
8,571,360
5,358,333
2,301,950
7,057,770
616,246
(513,890)
(5,095,799)
(2,836,480)
6,888,130
Wealth distributed
To employees as salaries, wages and other benefits
Total wealth distributed
7,836,437
7,836,437
6,212,930
6,212,930
Wealth reinvested
Members’ funds
Depreciation
Total wealth reinvested
340,982
393,941
734,923
349,315
325,885
675,200
Direct Economic Value Generated
Income Analysis
3%
22%
27%
Income from Contributions
Income from Subscriptions
Income from Seminars and others
15%
33%
Income from Conferences
Interest received
39
DIRECTORS’ RESPONSIBILITY STATEMENT
1.Financial Statements
The directors of the Mauritius Institute of Directors are responsible for the integrity of its audited financial statements and the
objectivity of the other items of information presented in these statements:
The Board confirms that, in preparing the audited financial statements, it has:
•
•
•
•
•
•
selected suitable accounting policies and applied them consistently;
made judgments and estimates that are reasonable and prudent;
stated whether applicable accounting standards have been followed, subject to any material departures explained in the
financial statements;
kept proper accounting records which disclose with reasonable accuracy at any time that the financial position of the
Company;
safeguarded the assets of the Company by maintaining internal accounting and administrative control systems and
procedures; and
taken reasonable steps for the prevention and detection of fraud and other irregularities.
2.Going concern statement
On the basis of current projections, we are confident that the Company has adequate resources to continue operating for the
foreseeable future and consider that it is appropriate that the going concern basis in preparing the financial statements be adopted.
3.Internal control and risk management
The Board is responsible for the system of Internal Control and Risk Management for the Company. It is committed to maintain
continuously a sound system of risk management and adequate control procedures with a view of safeguarding its assets.
The Board believes that the existing systems of internal control and risk management provide reasonable assurance that control and
risk issues are identified, reported on and dealt with appropriately.
4.Donations
The Company did not make any donation during the financial year.
5.Annual Financial Statements
The audited financial statements of the Company which appear on pages 44 to 56 were approved by the Board on 13 August 2014
and are signed on their behalf by :
Signed on behalf of the Board
Mr. James Benoit
Chairman
Director and Chairperson
40
SECRETARY’S CERTIFICATE
I, confirm that to the best of my knowledge and belief, the Company has filed with the Registrar of Companies, for the financial period
ended 30 June 2014, all such returns as are required of the Company under the Companies Act 2001.
Dustin Bhoyrul
Company Secretary
41
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF
MAURITIUS INSTITUTE OF DIRECTORS
This report, including the opinion, has been prepared for and only for the company’s members, as a body, in accordance with Section
205 of the Mauritius Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility
for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Report on the financial statements
We have audited the financial statements of Mauritius Institute of Directors (The “Company”), set out on pages 44 to 56 which
comprise the statement of financial position as at 30 June 2014 and the statement of profit or loss and other comprehensive
income, statement of changes in members’ funds and statement of cash flows for the year then ended and a summary of significant
accounting policies and other explanatory notes.
Directors’ responsibility for the financial statements
The Directors are responsible for the preparation and fair presentation of these financial statements in accordance with International
Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act 2001. This responsibility
includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial
statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of
the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control
relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal
control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements on pages 44 to 56 give a true and fair view of the financial position of the Company at 30 June
2014 and of its financial performance, its changes in members’ funds and its cash flows for the year then ended in accordance with
International Financial Reporting Standards and comply with the Mauritius Companies Act 2001.
Report on other legal and regulatory requirements
We have no relationship with or interests in the Company other than in our capacity as auditors.
We have obtained all the information and explanations we have required.
In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.
PORT LOUIS
MAURITIUS
42
Review of accounting and internal control
system and compliance with the Code of
Corporate Governance
As part of our audit of the financial statements of the Mauritius Institute of Directors for the year ended 30 June 2014, we carried out
the following tests and procedures:
•
•
•
•
Assess the accounting and internal control system.
Decide on the nature, timing and extent of our audit work.
Reach an opinion on the truth and fairness of the figures presented in the financial statements.
Review of the Company’s Corporate Governance Report
Based on the above tests and procedures, we did not come across any deficiencies or weaknesses in the accounting and internal
control system which would otherwise be highlighted to management of the Company.
We would like to draw your attention that the tests carried out for the purpose of our audit, do not necessarily identify all weaknesses
that could exist in the accounting and internal control system.
Review of the Corporate Governance Report
Even though it is not a statutory requirement for the Company, the directors have decided to adopt the Code of Corporate
Governance (the “Code”) and have prepared a Corporate Governance Report as presented in the Annual Report. We have assessed the
extent of compliance with the Code of Corporate Governance and on whether the disclosures are consistent with the requirements of
the Code.
In our opinion, the disclosures in the Corporate Governance Report are consistent with the requirements of the Code.
We take this opportunity to thank you and your staff for the courtesy and assistance extended to us during the course of our audit.
Yours faithfully,
43
FINANCIAL STATEMENTS
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2014
2014
2013
Rs
Rs
5
487,906
512,153
Trade and other receivables
6
1,751,880
1,794,746
Cash and cash equivalents
7
9,577,630
8,912,520
11,817,416
11,219,419
8
5,116,281
4,775,299
15
593,904
456,648
Trade and other payables
9
1,981,645
1,514,637
Deferred revenue
10
3,478,556
4,151,004
Bank overdraft
7
647,030
321,831
11,817,416
11,219,419
ASSETS
Notes
Non-current assets
Plant and equipment
Current assets
TOTAL ASSETS
ACCUMULATED FUNDS AND LIABILITIES
Members’ funds
Non-current liabilities
Retirement benefit obligations
Current liabilities
Approved by the Board of Directors and authorised for issue on 13 August 2014.
…………………………………
Mr. James Benoit
Chairman
……………………………
Director and Chairperson
The notes on pages 48 to 56 form an integral part of these financial statements.
44
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2014
Notes
2014
2013
Rs
4,219,456
5,150,000
2,896,425
6,412,332
493,008
Rs
5,358,333
2,301,950
7,089,769
616,246
19,171,221
15,366,298
EXPENDITURE
AMM expenses
Audit fees
Bank charges
Computer maintenance and licences
Conference expenses
Director search expenses
Depreciation
Ecological footprint
Electricity
Entertainment
General expenses
Gifts
Insurance
Library and publications
Licences and taxes
Membership - networking event expenses
Membership - other expenses
Overseas travelling
Professional fees
Provision for impairment of trade receivables
Public relation expenses
Rent and property expenses
Repairs
Research work (survey)
Salaries and personnel costs
Secretarial services
Seminar expenses
Social media expenses
Stationery and printing
Telephone
Training of trainers
Total expenditure
465,435
60,000
52,199
312,801
3,975,428
7,178
393,941
2,500
72,134
89,486
106,740
83,272
16,747
19,496
13,455
186,753
153,565
179,145
72,200
319,550
557,855
41,874
137,256
7,699,181
3,505,502
40,836
78,246
187,464
18,830,239
305,653
60,000
18,804
57,052
31,999
325,885
78,395
79,939
82,433
78,000
88,606
48,500
12,750
360,980
152,910
124,805
155,730
50,100
352,000
532,574
47,974
96,600
179,739
6,033,191
202,513
5,095,799
15,000
96,874
182,089
65,898
15,012,792
SURPLUS OF INCOME OVER EXPENDITURE
340,982
353,506
INCOME
Conference revenue
Corporate patrons contribution and donations
Members subscriptions
Seminar revenue and other revenue
Interest received
Total income
3(c)
45
STATEMENT OF CHANGES IN MEMBERS’ FUNDS
Members’
As at 01 July 2012
Surplus of income over expenditure
As at 30 June 2013
As at 30 June 2014
46
funds
Total
Rs
Rs
4,421,793
4,421,793
353,506
353,506
4,775,299
4,775,299
340,982
340,982
5,116,281
5,116,281
STATEMENT OF CASH FLOWS
Note
2014
2013
Rs
Rs
340,982
353,506
Adjustments for:
Interest received
(493,008)
(616,246)
137,256
179,739
Depreciation
393,941
325,885
72,200
50,100
451,371
292,984
(29,334)
(919,319)
Provision for impairment of trade receivables
Movements in working capital
Increase in trade and other receivables
Increase in trade and other payables
(Decrease) / increase in deferred revenue
Net cash flows generated from operating activities
467,008
365,181
(672,448)
1,928,041
216,597
1,666,887
Cash flows from investing activities
Purchase of plant and equipment
(369,694)
(305,345)
Interest received
493,008
616,246
Net increase in cash and cash equivalents
339,911
1,977,788
8,590,689
6,612,901
8,930,600
8,590,689
339,911
1,977,788
Movements in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
7
Net increase in cash and cash equivalents
47
NOTES TO THE FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Mauritius Institute of Directors is a company incorporated in Mauritius on 18 January 2008 as a company limited by guarantee.
The principal object of the company is that of promoting corporate governance and providing a professional forum for directors.
The principal place of business and registered office is 1st Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius.
2. APPLICATION OF NEW AND REVISED INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRSs)
2.1 New and revised IFRSs affecting amounts reported and/or disclosures in the financial statements
In the current year, the company has applied a number of new and revised IFRSs issued by the International Accounting Standards
Board (IASB) that are mandatorily effective for an accounting period that begins on or after 1 January 2013.
2.1. Amendments to IFRSs affecting presentation and disclosure only
• Amendments to IFRS 7 Disclosures – Offsetting Financial Assets and Financial Liabilities
• IFRS 13 Fair Value Measurement
• Amendments to IAS 1 Presentation of Items of Other Comprehensive Income
• Amendments to IAS 1 Presentation of Financial Statements
(as part of the Annual Improvements to IFRSs 2009 – 2011 Cycle issued in May 2012)
• IAS 19 Employee Benefits (as revised in 2011)
2.1 New and revised IFRSs in issue but not yet effective
Effective for annual periods beginning on or after 1 January 2014, with earlier application.
• Amendments to IAS 32 - Offsetting Financial Assets and Financial Liabilities
Effective for annual periods beginning on or after 1 January 2015, with earlier application.
• IFRS 9 - Financial Instruments
• Amendments to IFRS 9 and IFRS 7 - Mandatory Effective Date of IFRS 9 and Transition Disclosures
Had such standards been applied retrospectively, they would not have had any significant impact on the financial statements.
48
3. SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of compliance
The financial statements have been prepared in accordance with International Financial Reporting Standards.
(b) Basis of preparation
The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the
consideration given in exchange for assets.
(c) Revenue recognition
(i) Subscription and members contribution
Subscription and contribution from members are released to the income and expenditure account over the period to which
they relate.
(ii) Corporate patrons contributions and donations
Corporate patrons contributions and donations are recognised as income over the period necessary to match them with the
costs for which they are intended to compensate.
(iii) Seminar revenue
Seminar revenue is recognised as income in the period in which the seminar is held.
(iv) In-house training
In-house training is recognised as an income in the period in which the training is held.
(v) Consulting services
Consulting services are recognised as an income in the period in which the service is provided.
(vi) Interest income
Interest income is accounted on a time-proportion basis.
(d) Deferred revenue
Seminar revenue billed during the year for seminars held after the year end is recognised as deferred revenue in the statement of
financial position at year end.
Members subscriptions billed during the year for the period extending beyond the year end are recognised as deferred revenue in
the statement of financial position at year end.
Corporate presold packages billed during the year but unused by subscribers at year end are recognised as deferred revenue.
(e) Cash and cash equivalents
Cash comprises of cash at bank and in hand, demand deposits and bank overdrafts. Cash equivalents are short term highly liquid
investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in
value.
49
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(f) Functional and presentation currency
(i) Reporting currency
The financial statements are presented in Mauritian Rupee, which is the Company’s functional and presentation currency and
represents the currency of the primary economic environment in which the entity operates.
(ii) Transactions and balances
Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions. Gains and
losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities in foreign
currencies at year end exchange rates are recognised in the statement of comprehensive income. (g) Related parties
Related parties are considered to be related if one party has the ability to control the other party or exercise significant influence
over the other party in making financial and operating decisions. (h) Financial instruments
Financial instruments carried on the statement of financial position include trade and other receivables, cash and cash equivalents
and trade and other payables. The particular recognition methods adopted are disclosed in the individual accounting policy
statements associated with each item.
(i) Borrowing costs
Borrowing costs are recognised as an expense in the year in which they are incurred.
(j) Trade and other receivables
Trade and other receivables are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable
amounts.
(k) Trade and other payables
Trade and other payables are stated at their nominal value.
(l) Provisions
Provisions are recognised when the company has a present or constructive obligation as a result of past events which it is
probable will result in an outflow of economic benefits that can be reasonably estimated.
(m) Impairment of assets
At the end of each reporting year, the Company reviews the carrying amounts of its tangible and intangibles assets to determine
whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is estimated in order to
determine the extent of the impairment loss. An impairment loss is recognised for the amount by which the carrying amount of the
asset exceeds its recoverable amount which is the higher of an asset’s net selling price and value in use.
50
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
(n) Plant and equipment
All plant and equipment are initially recorded at cost. Depreciation is calculated to write off the cost or revalued amount of the
assets on a straight line basis over the expected useful lives as follows:-
Rate per annum
Leasehold improvement
- 25%
Computer equipment
- 33.33%
Office furniture
- 25%
Where assets have been acquired during the year, charges to the statement of comprehensive income have been pro-rated.
(o) Employee benefits
(i) Retirement obligations The Company has provided a gratuity of half monthly earnings per year of service for each employee on retirement in
accordance to provisions under the Employment Rights Act 2008.
(ii) State Plan Contributions to the National Pension Scheme are expensed to the statement of comprehensive income in the period in which
they fall due.
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company’s accounting policies, which are described in note 3, the directors are required to make
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to
be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the year in which the estimate is revised if the revision affects only that year, or in the period of the revision and future periods if the
revision affects both current and future periods.
Where applicable, the notes to the financial statements set out areas where management has applied a higher degree of judgement
that have a significant effect on the amounts recognised in the financial statements, or estimations and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
4.1 Key sources of estimation uncertainty
With regards to the nature of the Company’s business there were no key assumptions concerning the future, and other key sources
of estimation uncertainty at the end of the reporting year, that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year.
51
5. PLANT AND EQUIPMENT
Leasehold
Computer
Office
improvement
equipment
furniture
Total
Rs
Rs
Rs
Rs
858,201
515,827
236,624
1,610,652
-
358,452
11,242
369,694
858,201
874,279
247,866
1,980,346
At 01 July 2013
690,845
289,896
117,758
1,098,499
Charge for the year
167,356
189,461
37,124
393,941
At 30 June 2014
858,201
479,357
154,882
1,492,440
-
394,922
92,984
487,906
167,356
225,931
118,866
512,153
2014
2013
Rs
Rs
1,107,392
849,153
COST
At 01 July 2013
Additions
At 30 June 2014
DEPRECIATION
NET BOOK VALUE
At 30 June 2014
At 30 June 2013
6. TRADE AND OTHER RECEIVABLES
Trade receivables
(100,000)
(50,000)
1,007,392
799,153
744,488
995,593
1,751,880
1,794,746
(54,974)
(33,110)
Debtors 90 days
16,129
(48,700)
Debtors 60 days
144,735
200,800
Debtors 30 days
208,200
88,946
Debtors current month
793,301
641,217
1,107,392
849,153
Less: Provision for impairment of trade receivables
Prepayments and other receivables
Ageing of net receivables
Debtors 120 days+
Taking into consideration the credit quality of the trade receivables, the company considers that no further provision for impairment
is required on trade receivables other than the above provision of Rs. 100,000.
52
2014
2013
Rs
Rs
MPCB deposit account
8,300,000
8,300,000
Bank savings accounts
1,273,630
608,520
9,573,630
8,908,520
Bank current account
(647,030)
(321,831)
4,000
4,000
8,930,600
8,590,689
5,116,281
4,775,299
549,555
330,609
1,432,090
1,184,028
1,981,645
1,514,637
681,869
81,900
7. CASH AND CASH EQUIVALENTS
Cash in hand
Note: The negative balance on the current account is due to cheques
issued but unpresented at year end.
8. ACCUMULATED FUNDS
Members’ funds
9. TRADE AND OTHER PAYABLES
Trade payables
Accruals and other payables
No interest is charged on trade payables. The company aims to ensure that all
payables are paid within the credit timeframe, usually within one month.
10. DEFERRED REVENUE
The deferred income are in respect of:
(i)
Seminar revenue billed during the year for seminars held after the year end
(ii)
Members subscriptions billed during the year for the period extending
beyond the year end
1,498,500
1,236,000
(iii) Contribution received during the year for the next financial period
450,000
1,175,000
(iv) Contribution - Research Work
100,000
100,000
Affinity revenue
66,000
52,250
(vi) Presold seminar
(v)
512,937
698,745
(vii) Contribution - Directors forum
31,250
255,809
(viii) Contribution - In house training
138,000
22,800
-
528,500
3,478,556
4,151,004
(ix) Conference revenue
53
11. TAXATION
No provision has been made for taxation as the company is classified as a charitable institution under the Income Tax Act 1995 and
is therefore exempt from income tax. This exemption has been confirmed by a written correspondance received from the MRA on
the 27 September 2010.
12. OPERATING LEASES
2014
2013
Rs
Rs
203,070
406,140
-
169,225
203,070
575,365
(i) Operating Lease Rentals
Within 1 year
After 1 year and up to five years
(ii) The company leases premises under operating lease for an average period of 3 years with a clause providing for increase in rental
to cater for inflation.
13. RELATED PARTY TRANSACTIONS
(i) During the year ended 30 June 2014, the Company traded with a related party. The details, nature, volume of transactions and
balance at 30 June 2014 with the related party are as follows:
Name of company
Relationship
Nature of transactions
Consultancy Company Ltd
Same director
Provision of training services
on behalf of the MIoD
2014
2013
Rs
Rs
52,000
36,000
(ii) Compensation to key management personnel:
The emoluments paid to the Chief Executive Officer during the year under review was Rs. 3,704,545 (year ended 30 June 2013:
Rs. 3,629,715)
14. LIABILITY OF MEMBERS
In terms of its constitution, Members and Fellows of the Mauritius Institute of Directors have each guaranteed to contribute a
maximum of Rs. 100 should there be a shortfall in net assets in the event of the company being wound up. As at the date of these
financial statements there were 407 Fellows and 562 Members of the company to whom this guarantee applies.
15. RETIREMENT BENEFIT OBLIGATIONS
54
2014
2013
Rs
Rs
At 1 July
456,648
276,909
Charge for the year
137,256
179,739
At 30 June
593,904
456,648
16 FINANCIAL INSTRUMENTS
The Company’s activities expose it to a variety of financial risks such as credit risk, interest rate risk and liquidity risk.
Fair values
The carrying amount of financial assets and financial liabilities approximate their values.
Categories of financial instruments
2014
2013
Rs
Rs
Financial assets
1,007,392
799,153
9,577,630
8,912,520
10,585,022
9,711,673
549,555
330,609
Bank overdraft
647,030
321,831
1,196,585
652,440
Financial liabilities
Credit risk
The company’s credit risk is primarily attributable to its trade receivables. The amounts presented in the statement of financial
position are net of allowances for doubtful debts, if any, estimated by the company’s management based on prior experience.
Interest rate risk
The company is exposed to interest rate risk as it receives interests on its interest bearing assets at floating rates.
The interest rate profile of the financial assets at 30 June was:
Financial assets
Balance with bank
- floating interest rate
2014
2013
%
%
5.18
4.46
Mauritian rupees
55
16. FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate sensitivity analysis
The sensitivity analysis below has been determined based on the exposure to interest rates for the non-derivative instruments at
the reporting date. For floating rate assets, the analysis is prepared assuming the amount of assets at the reporting date was owned
for the whole year. A 50 basis point increase or decrease represents management’s assessment of the reasonably possible change in
interest rates.
If interest rates had been 50 basis points higher/lower and all other variables were held constant, the company’s surplus for the
year ended 30 June 2014 would increase/decrease by Rs. 47,868 (year ended 30 June 2013: increase/decrease by Rs. 44,543). This
is mainly attributable to the company’s exposure to interest rates on its floating rate interest bearing asset. The company does not
have any significant variable rate borrowings outstanding at year end.
Liquidity risk management
The company manages liquidity risk by maintaining adequate cash and borrowing facilities by continuously monitoring forecast
and actual cash flows and matching the maturity profiles of financial assets and liabilities.
The maturity profile of the financial instruments is summarised as follows:
20142013
Less than 1 month
Financial assets
Total
RsRs
Total
Less than 1 month
RsRs
1,007,392
1,007,392
799,153
799,153
9,577,630
9,577,630
8,912,520
8,912,520
10,585,022
10,585,022
9,711,673
9,711,673
549,555
549,555
330,609
330,609
Bank overdraft
647,030
647,030
321,831
321,831
1,196,585
1,196,585
652,440
652,440
Financial liabilities
Note: Prepayments and accrual are excluded from financial assets and financial liabilities.
17. EVENTS AFTER THE REPORTING PERIOD
There are no events after the reporting period which may have a material effect on the financial statements as at 30 June 2014.
56
GRI CONTENT INDEX
Disclosure
Description
Page
Cross reference/direct answer
1.1
Statement from the most senior decision-maker of
12,15
Chairman’s statement; Directors’ report
the organization.
Disclosure
Components of the Disclosure
2.1
Name of the organization.
8
2.2
Primary brands, products, and/or services.
15
Directors’ Report
2.3
Operational structure of the organization, including
27
Corporate Governance Report
main divisions, operating companies, subsidiaries,
and joint ventures.
2.4
Location of organization’s headquarters.
8
2.5
Number of countries where the organization
35
Sustainability Report – Report Scope and Boundary,
Para 2
operates, and names of countries with either major
operations or that are specifically relevant to the
sustainability issues covered in the report.
2.6
Nature of ownership and legal form.
27
2.7
Markets served (including geographic breakdown,
35
Sustainability Report – Scope and Boundary, Para 2
Key Data and Highlights; Directors’ Report; and
sectors served, and types of customers/beneficiaries).
2.8
Scale of the reporting organization.
5, 15, 22
2.9
Significant changes during the reporting period
5, 15, 22
regarding size, structure, or ownership.
2.10
Key Data and Highlights; Directors’ Report; and
Awards received in the reporting period.
57
None
Reporting period (e.g., fiscal/calendar year) for
n/a
July 2013-June 2014
Annual Report 2013 published August 2013
Disclosure
3.1
information provided.
3.2
Date of most recent previous report (if any).
n/a
3.3
Reporting cycle (annual, biennial, etc.)
n/a
Annual
3.4
Contact point for questions.
n/a
CEO Jane Valls [email protected] or Executive Secretary
available on MIoD website www.miod.mu
[email protected]
3.5
Process for defining report content.
35
Sustainability Report – Determining Report Content,
Para 3
3.6
Boundary of the report (e.g., countries, divisions,
35
Para 2
subsidiaries, leased facilities, joint ventures,
suppliers). See GRI Boundary Protocol for further
guidance.
3.7
State any specific limitations on the scope or
35
Para 2
boundary of the report (see completeness Principle
for explanation of scope).
3.8
Basis for reporting on joint ventures, subsidiaries,
35
Para 2
leased facilities, outsourced operations, and other
entities that can significantly affect comparability
from period to period and/or between organizations.
3.10
Explanation of the effect of any re-statements
of information provided in earlier reports, and
35
Para 3
the reasons for such re-statement (e.g., mergers/
acquisitions, change of base years/periods, nature of
business, measurement methods).
57
3.11
Significant changes from previous reporting periods
35
in the scope, boundary, or measurement methods
Para 3
applied in the report.
3.12
Table identifying the location of the Standard
57
GRI Content Index
27
Corporate Governance Report (partially)
27
No. See Corporate Governance Report.
27
Yes. See Corporate Governance Report
27
16
Directors’ Report – Para 1.4
35
Disclosures in the report.
Disclosure
Components of the Disclosure
4.1
Governance structure of the organization, including
committees under the highest governance body
responsible for specific tasks, such as setting strategy
or organizational oversight.
4.2
Indicate whether the Chair of the highest governance
body is also an executive officer.
4.3
Indicate whether the organization has a unitary
board. For organizations that have a unitary
board structure, state the number and gender of
members of the highest governance body that are
independent and/or non-executive members.
4.4
Mechanisms for shareholders to provide
recommendations or direction to the highest
governance body.
4.14
List of stakeholder groups engaged by the
organization.
4.15
Basis for identification of stakeholders with whom to
engage.
EC1
Para 3
Direct economic value generated and distributed,
16-19,
including revenues, operating costs, employee
22, 30-31
Directors Report; Corporate Governance Report
compensation, donations and other community
investments, retained earnings, and payments to
capital providers and governments.
EC4
Significant financial assistance received from
n/a
government.
The MIoD is a not-for-profit organisation which does
not receive any grants from the Government. It is
funded by contributions from Founders and Patrons
(who are mainly companies from the private sector),
membership fees, and income received from training
services and other projects.
EC5
Range of ratios of standard entry level wage by
31
Corporate Governance Report – Para 7.2
16
Drectors’ Report – Para 1.4
31
gender compared to local minimum wage at
significant locations of operation.
EC6
Policy, practices, and proportion of spending on
locally-based suppliers at significant locations of
operation.
EC7
Procedures for local hiring and proportion of senior
management hired from the local community at
significant locations of operation.
EN1
Materials used by weight or volume.
37-38
Sustainability Report – Para 7.1
EN3
Direct energy consumption by primary energy
37
source.
58
EN4
Indirect energy consumption by primary source.
37
EN7
Initiatives to reduce indirect energy consumption
37
and reductions achieved.
EN8
Total water withdrawal by source.
37
EN16
Total direct and indirect greenhouse gas emissions
37
by weight.
EN22
Total weight of waste by type and disposal method.
38
EN26
Initiatives to mitigate environmental impacts
38
39
32
Corporate Governance Report – Para 12
33
59
No incidents of corruption have been reported at the
of products and services, and extent of impact
mitigation.
EN30
Total environmental protection expenditures and
investments by type.
SO2
Percentage and total number of business units
analyzed for risks related to corruption.
SO3
Percentage of employees trained in organization’s
anti-corruption policies and procedures.
SO4
Actions taken in response to incidents of corruption.
MIoD.
SO5
Public policy positions and participation in public
23, 33
policy development and lobbying.
SO6
Total value of financial and in-kind contributions to
Directors’ Report – Para 3.4; Corporate Governance
Report – Para 12.2, 12.3
59
The MIoD does not make political donations.
59
There are no litigations against the MIoD for anti-
political parties, politicians, and related institutions
by country.
SO7
NG01
Total number of legal actions for anti-competitive
behaviour, anti-trust, and monopoly practices and
competitive behaviour, anti-trust, or monopoly
their outcomes.
practices.
Processes for involvement of affected stakeholder
16
25
31
12, 32
Chairman’s Statement – Para 5.2; Corporate
groups in the design, implementation, monitoring
and evaluation of policies and programs.
NG03
System for programme monitoring, evaluation and
learning, (including measuring program effectiveness
and impact), resulting changes to programs, and how
they are communicated.
NGO4
Measures to integrate gender and diversity
into program design, implementation, and the
monitoring, evaluation, and learning cycle.
NGO5
Processes to formulate, communicate, implement,
and change advocacy positions and public
Governance Report – Para 12
awareness campaigns.
NGO6
Processes to take into account and coordinate with
16
the activities of other actors.
59
Mauritius Institute of Directors
1st Floor, Raffles Tower, 19 Cybercity, Ebene, Mauritius
Tel: (230) 468 1015 | Fax: (230) 468 1017 | Website: www.miod.mu

Report2014 - Mauritius Institute of Directors

Transcription

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